UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40129 ILEARNINGENGINES, INC. (Exact Name of Registrant as Specified in Its Charter) | --- | --- | |----------------------------------------- ...

Exhibit 99.1 AI for the Limitless Enterprise iLearningEngines Reports Second Quarter 2024 Results Second quarter revenue grew 33.9% year-over-year to $135.5 million Net loss driven entirely by one-time items; Adjusted EBITDA of $4 million BETHESDA, MD August 13, 2024 – iLearningEngines, Inc. (NASDAQ: AILE) ("iLearningEngines", "ILE", or "the Company"), a leader in AI-powered learning and work automation for enterprises, today announced financial results for the second quarter ended June 30, 2024. "We are pl ...

Exhibit 99.1 1 AI for the Limitless Enterprise iLearningEngines Reports First Quarter 2024 Results First quarter revenue grew 33% year-over-year to $125 million Net loss driven entirely by one-time items; Company delivers increased non-GAAP profitability year-over-year excluding one-time items BETHESDA, MD May 16, 2024 – iLearningEngines, Inc. (NASDAQ: AILE) ("iLearningEngines", "ILE", or "the Company"), a leader in AI-powered learning automation and information intelligence for corporate and educational us ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40129 ILEARNINGENGINES, INC. (Exact Name of Registrant as Specified in Its Charter) | --- | |------------------------------------| | Delawa ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the period ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ARROWROOT ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) | --- | --- | ...

BETHESDA, Md. & MARINA DEL REY, Calif.--(BUSINESS WIRE)--Arrowroot Acquisition Corp. (NASDAQ:ARRW), a publicly traded special purpose acquisition company (“Arrowroot”) sponsored by affiliates of Arrowroot Capital Management, a 10 year old private equity firm specializing in enterprise software, and iLearningEngines, Inc. (“iLearningEngines” or “the Company”), a leader in AI-powered learning automation and information intelligence for corporate and educational use, today announced that on February 2, 2024 th ...

PART I. FINANCIAL INFORMATION [Item 1. Interim Financial Statements](index=4&type=section&id=Item%201.%20Interim%20Financial%20Statements) The unaudited statements show reduced assets from redemptions and liquidity issues casting doubt on its going concern status [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The balance sheet reflects a sharp decline in assets due to shareholder redemptions and a widening stockholders' deficit Condensed Consolidated Balance Sheet Highlights (Unaudited) | Metric | Sep 30, 2023 | Dec 31, 2022 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $639,819 | $145,980 | | Cash and investments held in Trust Account | $46,049,915 | $290,737,917 | | **Total Assets** | **$46,711,401** | **$290,960,247** | | **Liabilities & Stockholders' Deficit** | | | | Total Liabilities | $22,928,294 | $13,119,751 | | Class A common stock subject to possible redemption | $46,049,915 | $290,317,507 | | Total Stockholders' Deficit | ($22,266,808) | ($12,477,011) | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) The company shifted from a nine-month net income to a **$6.8 million net loss**, driven by warrant liability valuation changes Condensed Consolidated Statements of Operations (Unaudited) | Metric | Three Months Ended Sep 30, 2023 | Three Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :--- | :--- | :--- | :--- | :--- | | General and administrative expenses | $1,638,429 | $355,529 | $3,851,311 | $1,126,963 | | Change in fair value of warrant liabilities | $1,583,750 | $240,000 | ($3,962,500) | $11,081,250 | | Interest earned on Trust Account | $435,890 | $1,229,862 | $3,049,715 | $1,592,222 | | **Net income (loss)** | **$275,535** | **$870,289** | **($6,798,321)** | **$11,280,745** | [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Cash flows show significant investing inflows and financing outflows driven by shareholder redemptions from the Trust Account Cash Flow Summary for Nine Months Ended Sep 30 (Unaudited) | Metric | 2023 | 2022 | | :--- | :--- | :--- | | Net cash used in operating activities | ($2,804,811) | ($1,000,520) | | Net cash provided by investing activities | $247,737,718 | $339,214 | | Net cash (used in) provided by financing activities | ($244,439,068) | $750,000 | | **Net Change in Cash** | **$493,839** | **$88,694** | [Notes to Unaudited Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) Notes detail the merger agreement, significant redemptions, going concern doubts, and reliance on sponsor financing - The company is a blank check company that entered into a definitive merger agreement with iLearningEngines, Inc on April 27, 2023[20](index=20&type=chunk)[35](index=35&type=chunk) - The deadline to complete a business combination was extended to as late as February 4, 2024, with shareholder redemptions of **24,304,187 shares** causing a **$247.3 million** withdrawal from the Trust Account[22](index=22&type=chunk) - Management has determined that the company's liquidity condition and mandatory liquidation deadline raise **substantial doubt about its ability to continue as a going concern**[50](index=50&type=chunk) - The company has issued multiple promissory notes to its Sponsor to fund working capital, with outstanding balances under four separate notes as of September 30, 2023[41](index=41&type=chunk)[43](index=43&type=chunk)[44](index=44&type=chunk)[45](index=45&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=30&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the impact of redemptions, the nine-month net loss, and substantial doubt about its going concern status - The company is a blank check company formed to effect a business combination and has entered into a merger agreement with iLearningEngines, Inc[155](index=155&type=chunk)[157](index=157&type=chunk) - In connection with extending the business combination deadline, **24,304,187 shares were redeemed**, reducing the Trust Account by approximately **$247.3 million**[156](index=156&type=chunk)[166](index=166&type=chunk) - The **net loss of $6.8 million** for the first nine months of 2023 was primarily driven by a **$4.0 million non-cash loss** from the change in fair value of warrant liabilities[163](index=163&type=chunk) - Management has concluded that the company's limited liquidity and the approaching mandatory liquidation date raise **substantial doubt about its ability to continue as a going concern**[182](index=182&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=38&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, this disclosure is not required - As a smaller reporting company, this disclosure is not required[189](index=189&type=chunk) [Item 4. Controls and Procedures](index=38&type=section&id=Item%204.%20Controls%20and%20Procedures) Disclosure controls were deemed ineffective due to a material weakness in accounting for complex financial instruments - Disclosure controls and procedures were concluded to be **not effective**[190](index=190&type=chunk) - The ineffectiveness is due to a **material weakness** in internal control over financial reporting concerning the accounting for complex financial instruments[190](index=190&type=chunk) - Management has begun implementing remediation steps, including enhancing the review process for complex securities and improving access to accounting expertise[191](index=191&type=chunk) PART II. OTHER INFORMATION [Item 1. Legal Proceedings](index=40&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no legal proceedings - The company has no legal proceedings to report[194](index=194&type=chunk) [Item 1A. Risk Factors](index=40&type=section&id=Item%201A.%20Risk%20Factors) No material changes to risk factors from the latest Annual Report on Form 10-K are reported - There have been no material changes to the risk factors disclosed in the company's Annual Report on Form 10-K[194](index=194&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=40&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the use of IPO proceeds and unregistered sales of warrants and promissory notes to the Sponsor - Gross proceeds from the IPO and private placement totaled **$295.75 million**, of which **$287.5 million** was placed in the Trust Account[195](index=195&type=chunk)[196](index=196&type=chunk)[201](index=201&type=chunk) - The company sold **8,250,000 Private Placement Warrants** to its Sponsor in an unregistered sale, raising **$8.25 million**[196](index=196&type=chunk) - The company issued multiple promissory notes to its Sponsor, which are considered unregistered securities issued under the Section 4(a)(2) exemption of the Securities Act[197](index=197&type=chunk)[198](index=198&type=chunk) [Item 3. Defaults Upon Senior Securities](index=41&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - None[201](index=201&type=chunk) [Item 4. Mine Safety Disclosures](index=41&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) The company reports no mine safety disclosures - None[201](index=201&type=chunk) [Item 5. Other Information](index=41&type=section&id=Item%205.%20Other%20Information) The company reports no other information - None[201](index=201&type=chunk) [Item 6. Exhibits](index=42&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the report, including corporate documents and officer certifications - A list of exhibits filed with the report is provided, including corporate governance documents and officer certifications[203](index=203&type=chunk)[204](index=204&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Title of each class Trading Symbol(s) Name of each exchange on which registered Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one redeemable warrant ARRWU The Nasdaq Stock Market LLC Shares of Class A common stock included as part of the units ARRW The Nasdaq Stock Market LLC Redeemable warrants included as part of the units, each whole warrant exercisable for one share of Class A common ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-835972 ARROWROOT ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) (State or other jurisdiction of incorporation or ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the period ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ARROWROOT ACQUISITION CORP. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) (Commission File Numbe ...