Founder SPAC (Nasdaq: FOUN) (“Founder”), a publicly traded special
purpose acquisition company, today announced that Founder’s
registration statement on Form S-4, relating to the previously
announced business combination between Founder and Rubicon
Technologies, LLC (“Rubicon”), a leading digital marketplace for
waste and recycling and provider of innovative software-based
solutions for businesses and governments worldwide, has been
declared effective by the U.S. Securities and Exchange Commission.
Founder will mail the definitive proxy
statement/consent solicitation statement/prospectus (the “Proxy
Statement”) to shareholders of record as of the close of business
on May 24, 2022. The Proxy Statement contains a notice and voting
instruction form or a proxy card relating to the extraordinary
general meeting of Founder’s shareholders (the “Extraordinary
Meeting”).
The Extraordinary Meeting to approve the
proposed business combination is scheduled to be held on August 2,
2022 at 9:00 a.m. Eastern Time at 800 Capitol Street, Suite 2400,
Houston, TX 77002 and via a virtual meeting format at
https://www.cstproxy.com/founderspac/2022. If the proposals at the
Extraordinary Meeting are approved, the parties anticipate that the
business combination will close and the combined entity will
commence trading on the New York Stock Exchange under the new
ticker symbols “RBT” and “RBT WS” shortly thereafter, subject to
the satisfaction or waiver, as applicable, of all other closing
conditions.
Every shareholder's vote is important,
regardless of the number of shares held. Accordingly, Founder
requests that each shareholder complete, sign, date and return a
proxy card (online or by mail) as soon as possible and, if by
internet, no later than 11:59 p.m. Eastern Time on August 1, 2022,
to ensure that the shareholder's shares will be represented at the
Extraordinary Meeting. Shareholders who hold shares in “street
name” (i.e. those shareholders whose shares are held of record by a
broker, bank or other nominee) should contact their broker, bank or
nominee to ensure that their shares are voted.
If any Founder shareholder does not receive the
Proxy Statement, such shareholder should (i) confirm his or her
Proxy Statement’s status with his or her broker or (ii) contact
Morrow Sodali LLC, Founder's proxy solicitor, for assistance via
e-mail at FOUN.info@investor.morrowsodali.com or toll-free call at
(800) 662-5200. Banks and brokers can place a collect call to
Morrow Sodali at (203) 658-9400.
About RubiconRubicon is a
digital marketplace for waste and recycling, and provider of
innovative software-based solutions for businesses and governments
worldwide. Creating a new industry standard by using technology to
drive environmental innovation, the company helps turn businesses
into more sustainable enterprises, and neighborhoods into greener
and smarter places to live and work. Rubicon’s mission is to end
waste. It helps its partners find economic value in their waste
streams and confidently execute on their sustainability goals. To
learn more, visit www.Rubicon.com.
About FounderFounder is a blank
check company whose business purpose is to effect a merger, capital
stock exchange, asset acquisition, stock purchase, reorganization,
or similar business combination with one or more businesses. While
Founder is not limited to a particular industry or geographic
region, the company focuses on businesses within the technology
sector, with a specific focus on the theme of digital
transformation. Founder is led by CEO Osman Ahmed, CFO Manpreet
Singh, and Executive Chairman Hassan Ahmed. The company’s
independent directors include Jack Selby, Steve Papa, Allen
Salmasi, and Rob Theis. Sponsor and advisor Nikhil Kalghatgi leads
the company’s advisory board.
Additional Information and Where to Find
It In connection with the proposed business combination
between Founder SPAC (“Founder”) and Rubicon Technologies, LLC
(“Rubicon”), Founder has filed with the Securities and Exchange
Commission (“SEC”) a registration statement on Form S-4 that was
declared effective by the SEC on July 5, 2022, which includes a
final prospectus of Founder with respect to the securities to be
issued in connection with the business combination and a definitive
proxy statement of Founder with respect to the Extraordinary
Meeting. The definitive proxy statement/consent solicitation
statement/prospectus will be mailed to shareholders of Founder as
of the record date established for voting on the proposed business
combination. This press release does not contain all the
information that should be considered pertaining to the proposed
business combination and is not intended to form the basis of any
investment decision or any other decision in respect of the
business combination. The proposed business combination and related
transactions will be submitted to shareholders of Founder for their
consideration. Founder’s shareholders and other interested persons
are advised to read the definitive proxy statement/consent
solicitation statement/prospectus and other documents filed in
connection with Founder’s solicitation of proxies for the
Extraordinary Meeting because these materials contain important
information about Rubicon, Founder and the proposed business
combination and related transactions. Shareholders may also obtain
a copy of the proxy statement/consent solicitation
statement/prospectus, as well as other documents filed with the SEC
by Founder, without charge, at the SEC’s website located at
www.sec.gov or by directing a request to Founder SPAC, 11752 Lake
Potomac Drive, Potomac, MD, 20854, Attention: Chief Financial
Officer, (240) 418-2649.
Participants in the
Solicitation Founder, Rubicon and their respective
directors and executive officers may be deemed to be participants
in the solicitation of proxies from Founder’s shareholders in
respect of the proposed business combination and related
transactions. Information regarding Founder’s directors and
executive officers is available in the definitive proxy
statement/consent solicitation statement/prospectus. Additional
information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests is
contained in the definitive proxy statement/consent solicitation
statement/prospectus related to the proposed business combination
and related transactions, which can be obtained free of charge as
indicated above.
Forward-Looking StatementsThis
press release includes “forward-looking statements” within the
meaning of the “safe harbor” provisions of the Private Securities
Litigation Reform Act of 1995. Founder’s and Rubicon’s actual
results may differ from their expectations, estimates and
projections and consequently, you should not rely on these
forward-looking statements as predictions of future events. Words
such as “expect,” “estimate,” “project,” “budget,” “forecast,”
“anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,”
“believe,” “predict,” “potential,” “continue,” and similar
expressions are intended to identify such forward-looking
statements. These forward-looking statements include, without
limitation, Founder’s and Rubicon’s expectations with respect to
future performance and anticipated financial impacts of the
proposed business combination, the satisfaction of the closing
conditions to the business combination and the timing of the
completion of the proposed business combination. These
forward-looking statements involve significant risks and
uncertainties that could cause actual results to differ materially
from expected results, including factors that are outside of
Founder’s and Rubicon’s control and that are difficult to predict.
Factors that may cause such differences include, but are not
limited to: (1) the outcome of any legal proceedings that may be
instituted against Founder and Rubicon following the announcement
of the proposed business combination and the transactions
contemplated therein; (2) the inability to complete the proposed
business combination, including due to failure to obtain the
approval of the shareholders of Founder, approvals or other
determinations from certain regulatory authorities, or other
conditions to closing; (3) the occurrence of any event, change or
other circumstance that could give rise to the termination of the
proposed business combination or that could otherwise cause the
transactions contemplated therein to fail to close; (4) the
inability to obtain or maintain the listing of the combined
company’s shares on the New York Stock Exchange following the
proposed business combination; (5) the risk that the proposed
business combination disrupts current plans and operations as a
result of the announcement and consummation of the proposed
business combination; (6) the ability to recognize the anticipated
benefits of the proposed business combination, which may be
affected by, among other things, competition and the ability of the
combined company to grow and manage growth profitably and to retain
its key employees; (7) costs related to the proposed business
combination; (8) changes in applicable laws or regulations; (9) the
possibility that Rubicon or the combined company may be adversely
affected by other economic, business, and/or competitive factors;
(10) the combined company’s ability to raise financing in the
future and to comply with restrictive covenants related to
long-term indebtedness; (11) the impact of COVID-19 on Rubicon’s
business and/or the ability of the parties to complete the proposed
business combination; and (12) other risks and uncertainties
indicated from time to time in the definitive proxy
statement/consent solicitation statement/prospectus and other
documents filed, or to be filed, by Founder with the SEC.
Founder cautions that the foregoing list of
factors is not exclusive. Although Founder believes the
expectations reflected in these forward-looking statements are
reasonable, nothing in this press release should be regarded as a
representation by any person that the forward-looking statements or
projections set forth herein will be achieved or that any of the
contemplated results of such forward-looking statements or
projections will be achieved. There may be additional risks that
Founder and Rubicon presently do not know of or that they currently
believe are immaterial that could also cause actual results to
differ from those contained in the forward-looking statements.
Founder cautions readers not to place undue reliance upon any
forward-looking statements, which speak only as of the date made.
Neither Founder nor Rubicon undertakes any duty to update these
forward-looking statements, except as otherwise required by
law.
No Offer or Solicitation
This communication shall not constitute a
solicitation of a proxy, consent or authorization with respect to
any securities or in respect of the proposed transaction. This
communication shall also not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any states or jurisdictions in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
Contacts:
Media Contact – RubiconDan
SampsonChief Marketing & Corporate Communications
Officerdan.sampson@rubicon.comRubiconPR@icrinc.com
Investor Relations Contact – RubiconSioban
Hickie ICR, Inc.RubiconIR@icrinc.com
Founder SPAC ContactCody SlachGateway
Group(949) 574-3860FOUN@gatewayir.com
Founder SPAC (NASDAQ:FOUN)
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