Founder SPAC (“Founder”) (Nasdaq: FOUN), a publicly-traded special
purpose acquisition company, reminds its shareholders to vote in
favor of the previously announced business combination (the
“Business Combination”) with Rubicon Technologies, LLC (“Rubicon”),
a leading digital marketplace for waste and recycling, and provider
of innovative software-based solutions for businesses and
governments worldwide.
Shareholders who owned ordinary shares of
Founder as of the close of business on May 24, 2022 (the “Record
Date”) may vote their shares. Shareholders as of the Record Date
continue to have the right to vote their shares, regardless of
whether such shareholders subsequently sold their shares and do not
own such shares as of the date on which they cast their vote.
The extraordinary general meeting (the
“Extraordinary Meeting”) to approve the Business Combination is
scheduled to be held on August 2, 2022 at 9:00 a.m. Eastern Time.
The Extraordinary Meeting will be conducted at 800 Capitol Street,
Suite 2400, Houston, TX 77002 and via a virtual meeting format at
https://www.cstproxy.com/founderspac/2022.
Every shareholder’s vote is
important, regardless of the number of shares
held. Accordingly, all Founder shareholders as of
the Record Date who have not yet voted are encouraged to do so as
soon as possible. For the avoidance of doubt, Founder shareholders
who owned shares as of the Record Date and subsequently sold all or
a portion of their shares are STILL entitled to vote and are
encouraged to do so.
Founder’s board of directors recommends
you vote “FOR” the Business Combination and each of the other
proposals described in the definitive proxy statement/consent
solicitation statement/prospectus filed by Founder with the
Securities and Exchange Commission (“SEC”) on July 6, 2022 (the
“Proxy Statement”).
These are the two easiest and fastest
ways to vote:
- Vote Online (Highly
Recommended):
- Record holders: To vote via the Internet,
please go to www.cstproxyvote.com and follow the instructions;
please have your proxy card handy when you access the website.
Internet voting facilities for shareholders of record will be
available 24 hours a day until 11:59 p.m. Eastern Time on
August 1, 2022.
- Non-record holders: If you are a beneficial
owner of shares registered in the name of your broker, bank, or
other agent, you should have received a proxy card and voting
instructions from that organization rather than directly from
Founder.
- Vote at the Extraordinary
Meeting: If you plan to attend the online
Extraordinary Meeting, you will need your 12-digit voting control
number to vote electronically at the Extraordinary Meeting.
Additionally, you can also vote by mail:
- Vote by Mail:
- Record holders:
Please complete, sign and date your proxy card and return it in the
prepaid envelope.
- Non-record
holders: If you are a beneficial owner of shares
registered in the name of your broker, bank, or other agent, you
should have received a proxy card and voting instructions from that
organization rather than directly from Founder. Complete and mail
the proxy card in accordance with such voting instructions to
ensure that your vote is counted.
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 by 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 was 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 SolicitationThis 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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