--- schema_version: "secwatch.filing_event.v1" accession: "0001213900-24-034984" form_type: "8-K" ticker: null cik: "0001835972" company_name: "iLearningEngines, Inc." filed_at: "2024-04-22T23:59:59+00:00" generated_at: "2026-06-03T14:19:20.301335+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # iLearningEngines closes de-SPAC merger with Arrowroot, begins Nasdaq trading under AILE ## Summary - Merger closed April 16, 2024; Arrowroot renamed iLearningEngines, Inc.; common stock and warrants trade on Nasdaq. - Gross proceeds of ~$52.7M from trust account ($5.9M) and convertible notes ($46.8M); shareholders redeemed ~460K shares for ~$4.8M. - Legacy iLearningEngines shares converted at 0.806148 ratio; 134.97M shares outstanding post-merger; 22.62M warrants at $11.50. - New $40M revolving credit facility with East West Bank (SOFR+3.50%, floor 4.00%) drawn in full to repay prior WTI and Venture Lending debt. - Earnings release issued for FY2023 (Dec 31, 2023) as Exhibit 99.2; board expanded to 7 with Chidambaran as Chairman. ## SEC filing metadata - accession: 0001213900-24-034984 - form_type: 8-K - cik: 0001835972 - company_name: iLearningEngines, Inc. - filed_at: 2024-04-22T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 1.01, 1.02, 2.01, 2.02, 9.01, 3.02, 4.01, 3.03, 5.01, 5.02, 5.03, 5.05, 5.06, 7.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1835972/000121390024034984/0001213900-24-034984-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1835972/000121390024034984/ea0204330-8k_ilearn.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001213900-24-034984 - JSON: https://secwatch.observer/filing/0001213900-24-034984.json - Plain text: https://secwatch.observer/filing/0001213900-24-034984.txt ## Key facts - Earnings Releases iLearningEngines, Inc. reported financial results for the fourth quarter and fiscal year ended December 31, 2023. - Period: the fourth quarter and fiscal year ended December 31, 2023 - Result: reported results source text: On April 22, 2024, the Company issued an earnings release to announce its financial results for the fourth quarter and fiscal year ended December 31, 2023. evidence_url: https://www.sec.gov/Archives/edgar/data/1835972/000121390024034984/0001213900-24-034984-index.htm - Governance Changes iLearningEngines, Inc.: Adopted Amended and Restated Bylaws effective April 16, 2024 (effective 2024-04-16). - Change: bylaw amendment - Effective: 2024-04-16 source text: On April 16, 2024, the New iLearningEngines Board adopted the Bylaws, which became effective on that date. evidence_url: https://www.sec.gov/Archives/edgar/data/1835972/000121390024034984/0001213900-24-034984-index.htm - Governance Changes iLearningEngines, Inc.: Approved and adopted a new Code of Business Conduct and Ethics (effective 2024-04-16). - Change: code of ethics - Effective: 2024-04-16 source text: on April 16, 2024, the New iLearningEngines Board approved and adopted a new Code of Business Conduct and Ethics applicable to all employees, officers and directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1835972/000121390024034984/0001213900-24-034984-index.htm - Governance Changes iLearningEngines, Inc.: Filed Certificate of Incorporation with amendments effective April 16, 2024 (effective 2024-04-16). - Change: charter amendment - Effective: 2024-04-16 source text: The Certificate of Incorporation, which became effective upon filing with the Secretary of State of the State of Delaware on April 16, 2024 includes the amendments proposed by the Organizational Documents Proposal. evidence_url: https://www.sec.gov/Archives/edgar/data/1835972/000121390024034984/0001213900-24-034984-index.htm - Governance Changes iLearningEngines, Inc.: Upon the Business Combination, ARRW ceased to be a shell company effective April 16, 2024 (effective 2024-04-16). - Change: shell status - Effective: 2024-04-16 source text: On April 16, 2024, as a result of the Business Combination, ARRW ceased to be a shell company (as defined in Rule 12b-2 of the Exchange Act) as of the Closing. evidence_url: https://www.sec.gov/Archives/edgar/data/1835972/000121390024034984/0001213900-24-034984-index.htm - Material Agreements iLearningEngines, Inc. entered into Loan and Security Agreement (Revolving Loan Agreement) with East West Bank valued at $40,000,000 revolving credit facility, up to $20,000,000 accordion feature (effective 2024-04-17). - Action: entry - Agreement: credit facility - Counterparty: East West Bank - Value: $40,000,000 revolving credit facility, up to $20,000,000 accordion feature - Effective: 2024-04-17 source text: On April 17, 2024 (the “Loan Closing Date”), Legacy iLearningEngines entered into a Loan and Security Agreement (the “Revolving Loan Agreement”), by and among Legacy iLearningEngines as borrower (“Borrower”), the lenders party thereto (the “Lenders”) and East West Bank, as administrative agent and collateral agent for the Lenders (“Agent”). evidence_url: https://www.sec.gov/Archives/edgar/data/1835972/000121390024034984/0001213900-24-034984-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.