Founder SPAC Announces Up to $150 Million Forward-Purchase Agreement in Connection with Proposed Business Combination
05 Août 2022 - 2:00PM
Founder SPAC (Nasdaq: FOUN) (“Founder”), a publicly-traded special
purpose acquisition company, in connection with its proposed
business combination with Rubicon Technologies, LLC (“Rubicon”),
announced today that it has entered into a forward purchase
agreement for up to $150 million with ACM ARRT F LLC. Please refer
to Founder’s current report on Form 8-K, filed today with the SEC,
for additional information.
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.
Rubicon previously announced an agreement for a
business combination with Founder SPAC (Nasdaq: FOUN), which is
expected to result in Rubicon becoming a public company listed on
the New York Stock Exchange (“NYSE”) under the new ticker symbol
“RBT” in the third quarter of 2022, subject to customary closing
conditions.
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.
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.
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.
No Offer or SolicitationThis communication
shall 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
HickieICR, Inc.RubiconIR@icrinc.com
Founder SPAC ContactCody SlachGateway Group,
Inc.(949) 574-3860FOUN@gatewayir.com
Founder SPAC (NASDAQ:FOUN)
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