Attn:
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Diane Fritz
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Ethan Horowitz
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Anuja A. Majmudar
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Karina Dorin
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Re:
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Arrowroot Acquisition Corp.
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Draft Registration Statement on Form S-1
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Submitted January 8, 2021
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CIK No. 0001835972
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1. |
We note you disclose that if you seek to complete an initial business combination with a company that is affiliated with, or for which there is a fiduciary, contractual or other obligation by, your sponsor,
officers or directors, you, or a committee of independent directors, may obtain an opinion from an independent investment banking firm which is a member of FINRA or an independent accounting firm that the consideration to be paid is fair
from a financial point of view. Please revise your disclosure here and elsewhere as appropriate to clarify that you are not required to obtain an opinion from an independent investment banking firm or from a valuation or appraisal firm that
the price you are paying is fair to you from a financial point of view if you seek to complete an initial business combination with a company that is affiliated with your sponsor, officers or directors. In that regard, we note your risk
factor titled “We are not required to obtain an opinion from an independent investment banking firm…” on page 39.
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2. |
We note you disclose that clause (D) of your exclusive forum provision will provide that “the Court of Chancery and the federal district court for the District of Delaware shall have concurrent jurisdiction
over any action arising under the Securities Act.” However, we also note you disclose on page 120 that “unless you consent in writing to the selection of an alternative forum, the federal courts shall be the exclusive forum for the
resolution of any complaint asserting a cause of action arising under the Securities Act.” Please revise to reconcile these disclosures.
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/s/ Miguel Vega
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Miguel Vega
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Cooley LLP
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cc:
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Matthew Safaii, Arrowroot Acquisition Corp.
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Thomas Olivier, Arrowroot Acquisition Corp.
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Peter Byrne, Cooley LLP
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Stuart Neuhauser, Ellenoff Grossman & Schole LLP
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