Item 1.05 section not located in normalized markdown

**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):
November 11, 2024**

**ILEARNINGENGINES, INC.**

**(Exact name of registrant as specified in its
charter)**

Delaware |
001-40129 |
85-3961600 | ||
(State or other jurisdictionof incorporation) |
(Commission File Number) |
(IRS EmployerIdentification No.) |

6701 Democracy Blvd., Suite 300Bethesda, 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 | ||
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 1.05 Material Cybersecurity Incident.**

iLearningEngines, Inc. (the “** Company**”)
recently became aware of a cybersecurity incident. The ongoing investigation has revealed that a threat actor illegally accessed
the Company’s environment and certain files on its network, misdirected a $250,000 wire payment, and deleted a number
of email messages. The wire payment has not been recovered.

When it learned of the incident, which has been contained, the Company activated its cybersecurity response plan and launched an internal investigation. The Company engaged a nationally recognized forensic firm and other external advisors to assess and remediate the unauthorized activity. The Company’s ongoing investigation and response include continued assessment of impacted systems and data.

The Company has incurred, and may continue to incur, certain expenses related to its response to this incident. Based on the information available to date, the Company believes that the cybersecurity incident will have a material impact on its operations during the quarter ended December 31, 2024 but does not expect the incident to have a material impact on full year 2024 results. The Company remains subject to various risks due to the incident, including diversion of management’s attention, potential litigation, changes in customer or investor behavior, and regulatory scrutiny.

**Item 4.02 Non-Reliance on Previously Issued Financial Statements
or a Related Audit Report or Completed Interim Review.**

As previously disclosed, on September 5, 2024,
the Board of Directors (the “** Board**”) of the Company formed a special committee of the Board (the “

On November 11, 2024, the Audit Committee (the “** Audit
Committee**”) of the Board, based on the recommendation of, and after consultation with, the Special Committee, determined
that (i) the audited consolidated financial stateme