Sec Form 3/A Filing - Safaii Matthew @ Arrowroot Acquisition Corp. - 2021-03-01

Insider filing report for Changes in Beneficial Ownership
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FORM 3/A
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Safaii Matthew
2. Issuer Name and Ticker or Trading Symbol
Arrowroot Acquisition Corp. [ ARRW]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
C/O ARROWROOT ACQUISITION CORP., 4553 GLENCOE AVE, SUITE 200
3. Date of Earliest Transaction (MM/DD/YY)
03/01/2021
(Street)
MARINA DEL RAY, CA90292
4. If Amendment, Date Original Filed (MM/DD/YY)
03/01/2021
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B ordinary shares ( 1 ) ( 1 ) ( 1 ) Class A ordinary shares 7,067,500 I By Arrowroot Acquisition LLC ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Safaii Matthew
C/O ARROWROOT ACQUISITION CORP.
4553 GLENCOE AVE, SUITE 200
MARINA DEL RAY, CA90292
X X Chief Executive Officer
Signatures
/s/ Peter Byrne, Attorney-in-Fact 02/08/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )As described in the issuer's registration statement on Form S-1 (File No. 333-252997) under the heading "Description of Securities", the Class Bordinary shares, par value $0.0001 per share, will automatically convert into Class A ordinary shares, par value $0.0001 per share, of the issuerat the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment forshare splits, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.
( 2 )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.

Remarks:
This Form 3/A is being filed to amend the Form 3 filed with the Securities and Exchange Commission on March 1, 2021 (the "Prior Form 3"). The Prior Form 3 did not include 937,500 Class B ordinary shares that were subject to forfeiture to the extent the underwriters' of the issuer's initial public offering did not exercise their overallotment option. The total number of Class B ordinary shares outstanding was 7,067,500, instead of the previously reported 6,130,000. Subsequent to filing of the Prior Form 3, on March 4, 2021, the underwriters exercised in full their overallotment option and, accordingly, none of the 7,067,500 Class B ordinary shares were forfeited or remained subject to forfeiture.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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