United States securities and exchange commission logo





                               June 21, 2024

       Harish Chidambaran
       Chief Executive Officer
       iLearningEngines, Inc.
       6701 Democracy Blvd., Suite 300
       Bethesda, Maryland 20817

                                                        Re: iLearningEngines,
Inc.
                                                            Registration
Statement on Form S-1
                                                            Filed June 3, 2024
                                                            File No. 333-279908

       Dear Harish Chidambaran:

              We have conducted a limited review of your registration statement
and have the
       following comments.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe a comment applies to your
facts and circumstances
       or do not believe an amendment is appropriate, please tell us why in
your response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to this letter, we may have additional comments.

       Registration Statement on Form S-1

       Cover Page

   1.                                                   While we note you have
disclosed the price that the selling securityholders paid for certain
                                                        of securities
registered for resale, please ensure you provide this disclosure for each of
the
                                                        securities being
registered for resale.
   2.                                                   We note that you are a
"controlled company" within the meaning of the corporate
                                                        governance requirements
of Nasdaq. Please revise your cover page and summary to
                                                        disclose (i) your
"controlled company" status; (ii) your controlling shareholder; and (iii)
                                                        the voting power
percentage of your controlling shareholder.
 Harish Chidambaran
FirstName  LastNameHarish Chidambaran
iLearningEngines, Inc.
Comapany
June       NameiLearningEngines, Inc.
     21, 2024
June 21,
Page 2 2024 Page 2
FirstName LastName

The Offering, page 4

3.       You provide one example where selling shareholders would experience
potential profit in
         the case of the holders of the Founder Shares selling their shares at
the current market
         price. Please disclose the potential profit that other selling
securityholders would earn
         based on the current trading price of your shares, to the extent
applicable.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Recent Developments
Business Combination, page 60

4.       Please expand your discussion here to reflect the fact that this
offering involves the
         potential sale of a substantial portion of shares for resale and
discuss how such sales could
         impact the market price of the company   s common stock. Your
discussion should
         highlight the fact that the Chidambarans and Arrowroot Acquisition,
beneficial owners of
         over 76% of your outstanding shares, will be able to sell all their
outstanding shares for so
         long as the registration statement of which this prospectus forms a
part is available for
         use.
5.       Please disclose how the material events that occurred from February
2024 through the
         consummation of the business combination facilitated being able to
close the business
         combination and list on Nasdaq.
Liquidity and Capital Resources, page 79

6.       Please expand your discussion of capital resources to address the
changes in the
         company   s liquidity position since the business combination. For
example, disclose the
         total percentage of Arrowroot Acquisition   s public shares that were
redeemed in
         connection with extension votes and the vote on the Business
Combination, the resulting
         amount of funds you received from the trust account and the
transaction costs of the
         Business Combination. Disclose the amount of debt and other securities
issued, net
         proceeds received, and fees paid or payable to finance the company and
its obligations in
         connection with and following the Business Combination.
7.       In addition, please discuss the prepaid Forward Purchase Agreement
with Polar Multi-
         Strategy Master Fund. Provide a plain English description of the risks
and benefits to each
         of the company and Polar based upon how the agreement operates. Also
provide examples
         of how the agreement operates. Describe the best and worst potential
outcomes for the
         company and for Polar, highlighting what factors would impact the
outcomes. Explain
         why the company entered into the agreement and the consideration given
to how the
         prepaid amount would be paid to Polar at closing of the Business
Combination. Discuss
         the amount of cash and securities each party has received to date and
how it was
         determined. Disclose how and why the agreement was amended on April 9,
2024, and if
         the agreement is still operative.
 Harish Chidambaran
FirstName  LastNameHarish Chidambaran
iLearningEngines, Inc.
Comapany
June       NameiLearningEngines, Inc.
     21, 2024
June 21,
Page 3 2024 Page 3
FirstName LastName
Selling Shareholders, page 131

8.       When discussing lock-up provisions, you refer reader to    Certain
Relationships and
         Related Party Transactions     Lock-up Agreements   ; however, there
is no such section in
         the prospectus. Please revise. Furthermore, you indicate on page 131
that certain selling
         shareholders entered into a lock-up agreement with the company with
respect to shares
         that may be sold pursuant to the current registration statement, but
also indicate on page
         49 that the company's bylaws contain lock-up provisions with the same
terms. Please
         clarify what instrument governs the applicable lock-up provisions for
the selling
         shareholders. Disclose which selling stockholders are subject to the
lock-up provisions.
         Lastly, disclose the lock-up provisions in the Plan of Distribution,
discussing under what
         circumstances the lock-up provisions may be waived. Disclose that the
company already
         waived the provisions for certain shareholders in April 2024 and
discuss why the company
         chose to waive the provisions for those shareholders. Identify any
selling shareholders for
         which the lock-up provisions have been waived.
9.       Please identify the persons who have control over Venture Lending &
Leasing IX, Inc.
         and WTI Fund X, Inc.
10.      Please identify Cantor Fitzgerald & Co. as a registered broker-dealer
and disclose how it
         received the shares it is offering.
Plan of Distribution, page 150

11.      We note your disclosure that the selling securityholders may sell
their securities "to or
         through underwriters or broker-dealers" and that "[a]t the time a
particular offer of
         securities is made, if required, a prospectus supplement will be
distributed that will set
         forth the number of securities being offered and the terms of the
offering, including the
         name of any underwriter, dealer or agent, the purchase price paid by
any underwriter, any
         discount, commission and other item constituting compensation, any
discount,
         commission or concession allowed or reallowed or paid to any dealer,
and the proposed
         selling price to the public." Please revise to state that you will
file a post-effective
         amendment to include any material information with respect to the plan
of distribution not
         previously disclosed in the registration statement. Refer to Item
512(a)(1)(iii) of
         Regulation S-K and the associated undertaking you have provided on
page II-7.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
 Harish Chidambaran
iLearningEngines, Inc.
June 21, 2024
Page 4

       Please contact Mitchell Austin at 202-551-3574 or Kathleen Krebs at
202-551-3350 with
any other questions.



                                                         Sincerely,
FirstName LastNameHarish Chidambaran
                                                         Division of
Corporation Finance
Comapany NameiLearningEngines, Inc.
                                                         Office of Technology
June 21, 2024 Page 4
cc:       Paul S. Alexander
FirstName LastName