4//SEC Filing
Olivier Thomas 4
Accession 0001415889-24-011198
CIK 0001835972other
Filed
Apr 17, 8:00 PM ET
Accepted
Apr 18, 9:49 PM ET
Size
21.6 KB
Accession
0001415889-24-011198
Insider Transaction Report
Form 4
Olivier Thomas
President and CFO10% Owner
Transactions
- Conversion
Common Stock
2024-04-16+7,027,500→ 7,027,500 total(indirect: By LLC) - Disposition to Issuer
Common Stock
2024-04-16−400,000→ 6,627,500 total(indirect: By LLC) - Award
Common Stock
2024-04-16$10.00/sh+460,384$4,603,840→ 7,087,884 total(indirect: By LLC) - Disposition to Issuer
Common Stock
2024-04-16−82,091→ 7,005,793 total(indirect: By LLC) - Sale
Class B Common Stock
2023-05-08$0.00/sh−40,000$168→ 7,027,500 total(indirect: By LLC)→ Common Stock (40,000 underlying) - Conversion
Class B Common Stock
2024-04-16−7,027,500→ 0 total(indirect: By LLC)→ Common Stock (7,027,500 underlying)
Footnotes (5)
- [F1]On April 16, 2024 pursuant to the Agreement and Plan of Merger and Reorganization, dated as of April 27, 2023 (the "Merger Agreement"), by and among the Issuer, ARAC Merger Sub, Inc., a wholly-owned subsidiary of the Issuer ("Merger Sub") and iLearningEngines Holdings, Inc. ("Legacy iLearningEngines"), Merger Sub merged with and into Legacy iLearningEngines with the separate corporate existence of Merger Sub ceasing and Legacy iLearningEngines continuing as the surviving corporation and a wholly-owned subsidiary of Issuer (the "Merger"). Prior to the effective time of the Merger, pursuant to the Issuer's amended and restated certificate of incorporation, each outstanding share of the Issuer's Class A Common Stock and Class B Common Stock was reclassified as a single share of the Issuer's Common Stock.
- [F2]The securities reported herein are held by Arrowroot Acquisition LLC (the "Sponsor"). The Reporting Person is a manager of the Sponsor, and as such has voting and investment discretion with respect to the securities held by the Sponsor and may be deemed to have beneficial ownership of the securities held directly by the Sponsor. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
- [F3]Immediately prior to the closing of the Merger, pursuant to a Sponsor Forfeiture Agreement dated March 27, 2024, 400,000 shares of Common Stock were forfeited to the Issuer for no consideration.
- [F4]Shares issued at the effective time of the Merger upon conversion of principal amount of, and accrued interest on, working capital loans provided to the Issuer by the Sponsor, at the conversion price of $10.00 per share.
- [F5]Pursuant to a non-redemption agreement with a third party, 82,901 shares of Common Stock were forfeited to the Issuer for no consideration following the closing of the Merger.
Documents
Issuer
iLearningEngines, Inc.
CIK 0001835972
Entity typeother
Related Parties
1- filerCIK 0001847422
Filing Metadata
- Form type
- 4
- Filed
- Apr 17, 8:00 PM ET
- Accepted
- Apr 18, 9:49 PM ET
- Size
- 21.6 KB