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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 16, 2024
ILEARNINGENGINES, INC.
(Exact name of registrant as specified in its
charter)
Delaware |
|
001-40129 |
|
85-3961600 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
6701 Democracy Blvd., Suite 300,
Bethesda, Maryland |
|
20817 |
(Address of principal executive offices) |
|
(Zip Code) |
(650) 248-9874
(Registrant’s telephone number, including
area code)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Common Stock,
par value $0.0001 per share |
|
AILE |
|
Nasdaq
Capital Market |
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share |
|
AILEW |
|
Nasdaq Capital Market |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 2.02 Results of Operations and
Financial Condition.
On
May 16, 2024, iLearningEngines, Inc. (the “Company”) issued a press release announcing its financial results for the
quarter ended March 31, 2024. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
The
information contained in this Item 2.02, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that
section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended,
or the Exchange Act, regardless of any general incorporation language in such filings, unless expressly incorporated by specific reference
in such filing.
9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. |
|
Description |
99.1 |
|
Press Release dated May 16, 2024 |
104 |
|
Cover Page Interactive Data File, formatted in Inline XBRL (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
ILEARNINGENGINES, INC. |
|
|
|
Date: May 16, 2024 |
By: |
/s/ Harish Chidambaran |
|
|
Name: |
Harish Chidambaran |
|
|
Title: |
Chief Executive Officer |
2
Exhibit
99.1
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 use, today announced financial
results for the first quarter ended March 31, 2024.
“The
first quarter was a strong start to 2024,” said Harish Chidambaran, Chief Executive Officer of iLearningEngines. “We achieved
33% revenue growth year-over-year and grew annual recurring revenue1 by 34% year-over-year to $479 million. With our business
combination with Arrowroot Acquisition Corp. and related financing now complete, we believe we are well positioned to invest in continued
platform growth, helping more and more customers harness AI to improve their business outcomes.”
First
Quarter 2024 & Recent Financial Highlights
| ● | Revenue
– Revenue increased 33% year-over-year to $125 million. |
| ● | Annual
Recurring Revenue (“ARR”)1 – ARR increased 34% year-over-year
to $479 million. |
| ● | Net
Dollar Retention (“NDR”)1 – Trailing 12-month NDR was
132% compared to 125% at March 31, 2023. |
| ● | GAAP
Net Loss – Net loss was $25.9 million, which included one-time items of $15.1 million
change in fair value of warrant liability, $5.5 million change in fair value of convertible
notes, and a $10.0 million loss on debt extinguishment. |
| ● | Adjusted
EBITDA & Adjusted EBITDA Margin2 – Adjusted EBITDA was $9
million. Adjusted EBITDA margin expanded by approximately 480 basis points in the first quarter
of 2024 compared to the first quarter of 2023. |
| ● | Shares
outstanding – As of April 16, 2024, following the closing of the Business Combination (as defined below) with Arrowroot, the Company had: (i) approximately 134.9 million shares of common stock outstanding,
(ii) warrants to purchase 22,624,975 shares of common stock, consisting of 14,374,975 public warrants, each exercisable for one share
of common stock at a price of $11.50 per share, and 8,250,000 private warrants, each exercisable for one share of common stock at a price
of $11.50 per share, outstanding, and (iii) approximately 5.8 million restricted stock units, each convertible into one share of common
stock, subject to vesting conditions, outstanding. |
| 1 | For
additional information regarding ARR and NDR, please see the section titled “Certain Definitions” at the end of this press
release. |
| 2 | Adjusted
EBITDA and Adjusted EBITDA margin are a non-GAAP financial measures. For descriptions and reconciliations of our non-GAAP financial measures
to their most comparable GAAP financial measures, please see the section titled “Non-GAAP Financial Measures” and the tables
at the end of this press release. |
AI
for the Limitless Enterprise
First
Quarter 2024 Unaudited Financial Summary & Operating Metrics (In millions, except percentages)
| |
Three
Months Ended
March
31, | | |
| |
Metric | |
2024 | | |
2023 | | |
%
Change | |
Revenue | |
| 124.9 | | |
| 94.0 | | |
| 33 | % |
ARR | |
| 478.9 | | |
| 357.3 | | |
| 34 | % |
Gross profit | |
| 86.2 | | |
| 62.4 | | |
| 38 | % |
Net (loss) income | |
| (25.9 | ) | |
| 0.5 | | |
| NM | |
Adjusted EBITDA | |
| 9.0 | | |
| 2.3 | | |
| NM | |
Adjusted EBITDA Margin | |
| 7.2 | % | |
| 2.4 | % | |
| NM | |
First
Quarter 2024 & Recent Business Highlights
| ● | Licensed
Users – As of March 31, 2024, the Company had more than 4.7 million licensed users
at the end of Q1 2024, up from 4.4 million at the end of 2023. |
| ● | Employees
– As of March 31, 2024, the Company had 529 employees, including 101 full-time
employees and 428 contractors. |
| ● | Business
Combination – As previously announced, on April 16, 2024, the Company successfully
completed a business combination (the “Business Combination”) transaction with
Arrowroot Acquisition Corp. (“Arrowroot”) and began trading as a public company
under the ticker “AILE” on April 17, 2024. The company subsequently appointed
Matthew Barger, Ian Davis, Bruce Mehlman, Michael Moe, and Tom Olivier to its Board of Directors. After giving effect to the Business Combination, and the transactions related thereto, the Company had approximately $28 million cash
and cash equivalents as of April 30, 2024. |
About
iLearningEngines
iLearningEngines is a leading Enterprise AI platform company for learning and work automation. iLearningEngines has consistently ranked
as one of the fastest growing companies in North America on the Deloitte Technology Fast 500. iLearningEngines’ AI and Learning
Automation platform is used by enterprises to productize their enterprise knowledge for consumption throughout the enterprise. The intense
demand for knowledge driven AI solutions and use cases inside enterprises has led to deployments in some of the most regulated and detail-oriented
vertical markets, including Healthcare, Education, Insurance, Retail, Oil & Gas / Energy, Manufacturing and Government. iLearningEngines
was founded by Harish Chidambaran in 2010, and is headquartered in Bethesda, MD with international offices in Dubai, UAE and Trivandrum,
Pune and Kochi, India. For more information about iLearningEngines, please visit: www.ilearningengines.com.
AI
for the Limitless Enterprise
ILEARNINGENGINES,
INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED INCOME STATEMENT
(In thousands)
| |
Three
months Ended
March 31, | | |
Amount
Change | | |
%
Change | |
(Dollars
in thousands) | |
2024 | | |
2023 | | |
2024
vs 2023 | | |
2024
vs 2023 | |
Revenue | |
$ | 124,935 | | |
$ | 93,980 | | |
$ | 30,955 | | |
| 32.9 | % |
Cost of revenue | |
| 38,714 | | |
| 31,551 | | |
| 7,163 | | |
| 22.7 | % |
Gross
profit | |
| 86,221 | | |
| 62,429 | | |
| 23,792 | | |
| 38.1 | % |
Operating expenses: | |
| | | |
| | | |
| | | |
| | |
Selling,
general, and administrative expenses | |
| 41,223 | | |
| 31,612 | | |
| 9,611 | | |
| 30.4 | % |
Research
and development expenses | |
| 37,099 | | |
| 28,582 | | |
| 8,517 | | |
| 29.8 | % |
Total
operating expenses | |
| 78,322 | | |
| 60,194 | | |
| 18,128 | | |
| 30.1 | % |
Operating
income | |
| 7,899 | | |
| 2,235 | | |
| 5,664 | | |
| 253.4 | % |
Other expense: | |
| | | |
| | | |
| | | |
| | |
Interest
expense | |
| (1,986 | ) | |
| (1,588 | ) | |
| (398 | ) | |
| 25.1 | % |
Change
in fair value of warrant liability | |
| (15,118 | ) | |
| (280 | ) | |
| (14,838 | ) | |
| 5,299.3 | % |
Change
in fair value of convertible notes | |
| (5,465 | ) | |
| | | |
| (5,465 | ) | |
| NM | |
Loss
on debt extinguishment | |
| (10,041 | ) | |
| - | | |
| (10,041 | ) | |
| NM | |
Other
expense | |
| - | | |
| (60 | ) | |
| 60 | | |
| NM | |
Foreign
exchange loss | |
| (2 | ) | |
| (8 | ) | |
| 6 | | |
| NM | |
Total
other expense | |
| (32,612 | ) | |
| (1,936 | ) | |
| (30,676 | ) | |
| 1,584.5 | % |
Net (loss) income before income
tax (expense) benefit | |
| (24,713 | ) | |
| 299 | | |
| (25,012 | ) | |
| NM | |
Income
tax (expense) benefit | |
| (1,222 | ) | |
| 152 | | |
| (1,374 | ) | |
| NM | |
Net income (loss) | |
$ | (25,935 | ) | |
$ | 451 | | |
$ | (26,386 | ) | |
| NM | |
AI
for the Limitless Enterprise
ILEARNINGENGINES,
INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts)
|
|
As of |
|
|
|
March 31, 2024 |
|
|
December 31, 2023 |
|
Assets |
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
Cash |
|
$ |
815 |
|
|
$ |
4,763 |
|
Restricted cash |
|
|
- |
|
|
|
2,000 |
|
Accounts receivable, net of provision for credit loss of $510 and $336, respectively |
|
|
82,904 |
|
|
|
73,498 |
|
Contract asset |
|
|
297 |
|
|
|
509 |
|
Prepaid expenses |
|
|
93 |
|
|
|
62 |
|
Total current assets |
|
|
84,109 |
|
|
|
80,832 |
|
Receivable from Technology Partner |
|
|
14,880 |
|
|
|
13,602 |
|
Receivable from related party |
|
|
- |
|
|
|
465 |
|
Other assets |
|
|
672 |
|
|
|
729 |
|
Deferred tax assets, net |
|
|
5,248 |
|
|
|
5,703 |
|
Deferred transaction costs |
|
|
6,882 |
|
|
|
3,990 |
|
Total assets |
|
$ |
111,791 |
|
|
$ |
105,321 |
|
Liabilities and shareholders’ deficit |
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
Trade accounts payable |
|
$ |
7,044 |
|
|
$ |
3,753 |
|
Accrued expenses |
|
|
3,850 |
|
|
|
2,982 |
|
Current portion of long-term debt, net |
|
|
26,026 |
|
|
|
10,517 |
|
Contract liability |
|
|
1,447 |
|
|
|
2,765 |
|
Payroll taxes payable |
|
|
3,037 |
|
|
|
3,037 |
|
Loan restructuring share liability |
|
|
2,813 |
|
|
|
- |
|
Other current liabilities |
|
|
139 |
|
|
|
116 |
|
Total current liabilities |
|
|
44,356 |
|
|
|
23,170 |
|
Convertible notes |
|
|
37,712 |
|
|
|
31,547 |
|
Warrant liability |
|
|
26,988 |
|
|
|
11,870 |
|
Long-term debt, net |
|
|
- |
|
|
|
10,679 |
|
Subordinated payable to Technology Partner |
|
|
49,789 |
|
|
|
49,163 |
|
Other non-current liabilities |
|
|
63 |
|
|
|
74 |
|
Total liabilities |
|
|
158,908 |
|
|
|
126,503 |
|
|
|
|
|
|
|
|
|
|
Shareholders’ deficit: |
|
|
|
|
|
|
|
|
Common Shares $0.0001 par value: 200,000,000 shares authorized: 95,782,605 shares issued and outstanding at March 31, 2024 and December 31, 2023 |
|
|
10 |
|
|
|
10 |
|
Additional paid-in capital |
|
|
36,384 |
|
|
|
36,384 |
|
Accumulated deficit |
|
|
(83,511 |
) |
|
|
(57,576 |
) |
Total shareholders’ deficit |
|
|
(47,117 |
) |
|
|
(21,182 |
) |
Total liabilities and shareholders’ deficit |
|
$ |
111,791 |
|
|
$ |
105,321 |
|
AI
for the Limitless Enterprise
ILEARNINGENGINES,
INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
| |
Three
Months Ended
March 31, | |
| |
2024 | | |
2023 | |
Cash flows used in operating
activities: | |
| | |
| |
Net (loss) income | |
$ | (25,935 | ) | |
$ | 451 | |
Adjustments to reconcile net
(loss) income to net cash flows used in operating activities: | |
| | | |
| | |
Depreciation
and amortization | |
| 54 | | |
| 26 | |
Amortization
of debt issuance costs | |
| 631 | | |
| 531 | |
Change
in deferred taxes | |
| 455 | | |
| 324 | |
Accretion
of interest on subordinated payable to Technology Partner | |
| 626 | | |
| 417 | |
Change
in fair value of warrant liability | |
| 15,118 | | |
| 280 | |
Change
in fair value of convertible notes | |
| 5,465 | | |
| - | |
Loss
on debt extinguishment | |
| 10,041 | | |
| | |
Provision
for current expected credit losses | |
| 174 | | |
| - | |
Changes
in operating assets and liabilities: | |
| | | |
| | |
Accounts
receivable | |
| (9,580 | ) | |
| (8,104 | ) |
Receivable
from related party | |
| 465 | | |
| 130 | |
Contract
asset | |
| 212 | | |
| 5,880 | |
Prepaid
expenses and other current assets | |
| (31 | ) | |
| 6 | |
Receivable
from Technology Partner | |
| (1,278 | ) | |
| (2,405 | ) |
Trade
accounts payable | |
| 958 | | |
| (19 | ) |
Accrued
expenses and other liabilities | |
| 429 | | |
| (574 | ) |
Contract
liability | |
| (1,318 | ) | |
| 552 | |
Payroll
taxes payable | |
| - | | |
| 305 | |
Deferred
transaction costs | |
| (96 | ) | |
| - | |
Net
cash flows used in operating activities | |
| (3,610 | ) | |
| (2,200 | ) |
Cash flows
from investing activities: | |
| | | |
| | |
Purchases
of property and equipment | |
| (9 | ) | |
| - | |
Net
cash flows (used in) investing activities | |
| (9 | ) | |
| - | |
Cash flows
from financing activities: | |
| | | |
| | |
Proceeds
from term loans | |
| - | | |
| 5,000 | |
Repayments
of term loans | |
| (3,029 | ) | |
| (2,063 | ) |
Proceeds
from convertible note | |
| 700 | | |
| - | |
Net
cash flows (used in) provided by financing activities | |
| (2,329 | ) | |
| 2,937 | |
Net change in cash | |
| (5,948 | ) | |
| 737 | |
Cash,
beginning of year | |
| 6,763 | | |
| 856 | |
Cash, end of period | |
$ | 815 | | |
$ | 1,593 | |
Supplemental
disclosure of cash flow information: | |
| | | |
| | |
Cash paid during the period
for interest | |
$ | 702 | | |
$ | 670 | |
Supplemental
disclosure of non-cash investing and financing activities: | |
| | | |
| | |
Issuance
of warrant to purchase common shares | |
$ | - | | |
$ | 514 | |
Transaction
costs capitalized which are included in trade accounts payable and accrued expenses | |
$ | 3,286 | | |
$ | - | |
Certain
Definitions
| (a) | “ARR”
or “Annual Recurring Revenue” means the annualized recurring value of all active
maintenance and support contracts at the end of a reporting period. ARR is useful for
assessing the performance of the Company’s recurring maintenance and support revenue
base and identifying trends affecting the Company’s business. ARR mitigates fluctuations
due to seasonality, contract term, sales mix, and revenue recognition timing resulting from
revenue recognition methodologies under GAAP. ARR should be viewed independently of
revenue as it is an operating measure and is not intended to be combined with or to replace
GAAP revenue. |
AI
for the Limitless Enterprise
| (b) | “NDR”
or “Net Dollar Retention” means an operational performance measure that is used
to assess client retention and its dollar impact on business. NDR is defined as the ARR in
dollars generated in the current period by clients that existed in the prior comparable period
divided by the ARR in dollars by those same clients in the prior period. NDR illustrates
the impact of upgrades, downgrades, and cancellations in the current period on the existing
client base. Since NDR does not factor in revenue from clients acquired in the current period
and includes any churn from existing contracted customers, it is believed that it is an accurate
measure of client retention. For the avoidance of doubt, NDR does not exclude prior year
contracted customers that were not retained in the current year. |
| a. | NDR
is calculated as the dollar value of recurring revenue from existing clients at the end of
the prior period, plus the current period’s dollar impact of upsells or cross-sells
from the prior period’s existing clients, minus the current period’s dollar impact
of churn or downgrades from the prior period’s existing clients, divided by prior period
recurring revenues from existing clients. |
| b. | The
dollar impact of upsells or cross-sells is calculated as the sum of incremental recurring
revenue between the end of the prior period and the end of the current period from the prior
period’s existing clients that expanded usage of our products resulting in incremental
recurring revenues earned in the current period. |
| c. | The
dollar impact of churn or downgrades is calculated as the difference in recurring revenue
between the end of the prior period and the end of the current period from the prior period’s
existing clients that have decreased in usage or are no longer revenue contributing customers. |
| (c) | “NM”
means not meaningful |
Non-GAAP
Financial Measures
In
addition to financial information prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”), this
press release also contains adjusted EBITDA and adjusted EBITDA margin. The Company believes these measures provide investors and management
with supplemental information relating to operating performance and trends that facilitate comparisons between periods.
Adjusted
EBITDA is calculated net (loss) income plus: (1) interest, (2) taxes, (3) depreciation and amortization, (4) stock-based compensation
and other stock-settled obligations; (5) goodwill, long-lived assets and intangible asset impairments; (6) legal reserves and settlements;
(7) restructuring and other related reorganization costs; and (8) non-recurring expenses and income. Adjusted EBITDA is a performance
measure that the Company uses to assess its operating performance and the operating leverage within its business. The Company monitors
Adjusted EBITDA as a non-GAAP financial measure to supplement the financial information it presents in accordance with GAAP to provide
investors with additional information regarding its financial results. Adjusted EBITDA margin is calculated as Adjusted EBITDA divided
by revenue.
AI
for the Limitless Enterprise
The
Company believes the use of non-GAAP financial measures helps indicate underlying trends in the Company’s business and are important
in comparing current results with prior period results and understanding projected operating performance. Non-GAAP financial measures
provide the Company and its investors with an indication of the Company’s baseline performance before items that are considered
by the Company not to be reflective of the Company’s ongoing results. See the attached reconciliation tables for details of the
amounts excluded and included to arrive at certain of the non-GAAP financial measures.
These
non-GAAP financial measures should be considered in addition to, but not as a substitute for, the information prepared in accordance
with GAAP. In addition, from time to time in the future there may be other items that the Company may exclude for purposes of its non-GAAP
financial measures; and the Company may in the future cease to exclude items that it has historically excluded for purposes of its non-GAAP
financial measures. Likewise, the Company may determine to modify the nature of its adjustments to arrive at its non-GAAP financial measures.
The Company strongly encourages investors to review its consolidated financial statements and publicly filed reports in their entirety
and cautions investors that the non-GAAP financial measures used by the Company may differ from similar measures used by other companies,
even when similar terms are used to identify such measures.
The
following table presents a reconciliation of Adjusted EBITDA to net (loss) income, the most directly comparable financial measure stated
in accordance with GAAP, for the periods presented:
|
|
Three Months Ended March 31, |
|
|
|
2024 |
|
|
2023 |
|
Net (loss) income |
|
$ |
(25,935 |
) |
|
$ |
451 |
|
Interest expense |
|
|
1,986 |
|
|
|
1,588 |
|
Income tax expense (benefit) |
|
|
1,222 |
|
|
|
(152 |
) |
Depreciation and amortization |
|
|
54 |
|
|
|
26 |
|
EBITDA |
|
|
(22,673 |
) |
|
|
1,913 |
|
Other expense |
|
|
- |
|
|
|
60 |
|
Transaction costs (1) |
|
|
1,060 |
|
|
|
26 |
|
Change in fair value of warrant liability |
|
|
15,118 |
|
|
|
280 |
|
Change in fair value of convertible notes |
|
|
5,465 |
|
|
|
- |
|
Loss on Debt Extinguishment |
|
|
10,041 |
|
|
|
- |
|
Adjusted EBITDA |
|
$ |
9,011 |
|
|
$ |
2,279 |
|
| (1) | Represents
legal, tax, accounting, consulting, and other professional fees related to the Merger with
Arrowroot and previously explored strategic alternatives, all of which are non-recurring
in nature. |
AI
for the Limitless Enterprise
Forward-Looking
Statements
Certain
statements included in this press release that are not historical facts are forward-looking statements for purposes of the safe harbor
provisions under the United States Private Securities Litigation Reform Act of 1995 with respect to the Business Combination. Forward
looking statements generally are accompanied by words such as “believe,” “may,” “will, “estimate,”
“continue,” “anticipate,” “intend,” expect,” “should,” “would,” “plan,”
“predict,” “potential,” “seem,” “seek,” “future,” “outlook,”
the negative forms of these words and similar expressions that predict or indicate future events or trends or that are not statements
of historical matters. These forward-looking statements include, but are not limited to, statements regarding the potential benefits
of the Business Combination, the Company’s future growth prospects, the Company’s plans to invest heavily in R&D, including
industry-specific datasets, the Company’s ability to drive value for new and existing customers and the Company’s ability
to address market opportunities across artificial intelligence. These statements are based on various assumptions, whether or not identified
in this press release, and on the current expectations of the iLearningEngines’ management and are not predictions of actual performance.
These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied
on by an investor as a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Actual events and circumstances
are difficult or impossible to predict and will differ from assumptions this press release relies on. Many actual events and circumstances
are beyond the control of iLearningEngines. These forward-looking statements are subject to a number of risks and uncertainties, including
changes in domestic and foreign business, market, financial, political, and legal conditions; iLearningEngines’ failure to realize
the anticipated benefits of the Business Combination; risks related to the rollout of iLearningEngines’ business and the timing
of expected business milestones; iLearningEngines’ dependence on a limited number of customers and partners; iLearningEngines’
ability to obtain sufficient financing to pay its expenses incurred in connection with the closing of the business combination; the ability
of iLearningEngines to issue equity or equity-linked securities or obtain debt financing in the future; risks related to iLearningEngines’
need for substantial additional financing to implement its operating plans, which financing it may be unable to obtain, or unable to
obtain on acceptable terms; iLearningEngines’ ability to maintain the listing of its securities on Nasdaq or another national securities
exchange; the risk that the Business Combination disrupts current plans and operations of iLearningEngines; the effects of competition
on iLearningEngines future business and the ability of iLearningEngines to grow and manage growth profitably, maintain relationships
with customers and suppliers and retain its management and key employees; risks related to political and macroeconomic uncertainty; the
outcome of any legal proceedings that may be instituted against iLearningEngines or any of their respective directors or officers, including
litigation related to the Business Combination; the impact of the global COVID-19 pandemic on any of the foregoing risks; and those factors
discussed in the Company’s registration statement on Form S-4, as amended or supplemented, under the heading “Risk Factors,”
and other documents the Company has filed, or will file, with the SEC. If any of these risks materialize or our assumptions prove incorrect,
actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that
iLearningEngines does not presently know, or that iLearningEngines does not currently believe are immaterial, that could also cause actual
results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect iLearningEngines’
expectations, plans, or forecasts of future events and views as of the date of this communication. iLearningEngines anticipate that subsequent
events and developments will cause iLearningEngines’ assessments to change. However, while iLearningEngines may elect to update
these forward-looking statements at some point in the future, iLearningEngines specifically disclaim any obligation to do so. These forward-looking
statements should not be relied upon as representing iLearningEngines’ assessments as of any date subsequent to the date of this
communication. Accordingly, undue reliance should not be placed upon the forward-looking statements.
IR
& Press Contacts:
Investor
Contact:
Kevin
Hunt, ICR Inc.
iLearningEnginesIR@icrinc.com
Press
Contact:
Dan
Brennan, ICR Inc.
iLearningPR@icrinc.com
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