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                            February 4, 2021

       Matthew Safaii
       Chief Executive Officer
       Arrowroot Acquisition Corp.
       4553 Glencoe Ave., Suite 200
       Marina Del Rey, CA 90292

                                                        Re: Arrowroot
Acquisition Corp.
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted January
8, 2021
                                                            CIK No. 0001835972

       Dear Mr. Safaii:

              We have reviewed your draft registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Draft Registration Statement on Form S-1

       Summary
       Our Acquisition Process, page 6

   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
 Matthew Safaii
Arrowroot Acquisition Corp.
February 4, 2021
Page 2
       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.
Risk Factors
Our amended and restated certificate of incorporation will require, to the
fullest extent permitted
by law, that derivative actions, page 57

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.


        You may contact Diane Fritz, Staff Accountant, at (202) 551-3331 or
Ethan Horowitz,
Accounting Branch Chief, at (202) 551-3311 if you have questions regarding
comments on the
financial statements and related matters. Please contact Anuja A. Majmudar,
Attorney-Adviser,
at (202) 551-3844 or, in her absence, Karina Dorin, Attorney-Adviser, at (202)
551-3763 with
any other questions.



                                                              Sincerely,
FirstName LastNameMatthew Safaii
                                                              Division of
Corporation Finance
Comapany NameArrowroot Acquisition Corp.
                                                              Office of Energy
& Transportation
February 4, 2021 Page 2
cc:       Peter Byrne
FirstName LastName