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As filed with the U.S. Securities and Exchange Commission on April 8, 2022

Registration No. 333-262465

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

 

Amendment No. 1

to

FORM S-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 

FOUNDER SPAC

(Exact name of registrant as specified in its charter)

 

Cayman Islands   6770
(State or other jurisdiction of
incorporation or organization)
  (Primary Standard Industrial
Classification Code Number)

 

11752 Lake Potomac Drive

Potomac,   MD,  20854

(240) 418-2649
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

Osman Ahmed
Chief Executive Officer

Founder SPAC

11752 Lake Potomac Drive
Potomac, MD, 20854

(240) 418-2649

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

Copies to:

Michael J. Blankenship

James R. Brown

Winston & Strawn LLP

800 Capitol Street, Suite 2400

Houston, TX 77002-2925

Telephone: (713) 651-2600

 

Evan M. D’Amico

Gibson, Dunn & Crutcher LLP

1050 Connecticut Avenue, N.W.

Washington, DC 20036

Telephone: (202) 955-8500

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement and the satisfaction or waiver of all other conditions under the Merger Agreement described herein. 

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐ 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐ 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐ 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b–2 of the Exchange Act. 

Large accelerated filer Accelerated filer
Non-accelerated filer Smaller reporting company
    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 7(a)(2)(B) of the Securities Act.  

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction: 

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

  

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

 

 

Table of Contents

 

The information in this proxy statement/consent solicitation statement/prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This proxy statement/consent solicitation statement/prospectus is not an offer to sell and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

 

PRELIMINARY PROXY STATEMENT/CONSENT SOLICITATION STATEMENT/PROSPECTUS


SUBJECT TO COMPLETION, DATED APRIL 8, 2022

 

PROXY STATEMENT FOR

EXTRAORDINARY GENERAL MEETING OF

FOUNDER SPAC

(A CAYMAN ISLANDS EXEMPTED COMPANY)

PROSPECTUS FOR 196,351,653 SHARES OF CLASS A COMMON STOCK AND 15,812,500 PUBLIC
WARRANTS OF FOUNDER SPAC

(AFTER ITS DOMESTICATION AS A CORPORATION INCORPORATED IN THE STATE OF DELAWARE),

WHICH WILL BE RENAMED “RUBICON TECHNOLOGIES, INC.” IN CONNECTION WITH
THE DOMESTICATION DESCRIBED HEREIN

 

The board of directors of Founder SPAC, a Cayman Islands exempted company (“Founder” and, after the Domestication as described below, “New Rubicon”), has unanimously approved (a) the continuation and deregistration of Founder under the Cayman Islands Companies Act (As Revised) and the domestication of Founder as a Delaware corporation under Section 388 of the Delaware General Corporation Law (the “Domestication”); (b) the merger of Ravenclaw Merger Sub LLC, a Delaware limited liability company and wholly-owned subsidiary of Founder (“Merger Sub”), with and into Rubicon Technologies, LLC (the “Merger”), to be renamed “Rubicon Technologies Holdings, LLC” immediately prior to the Domestication (“Rubicon”), surviving the Merger as a wholly owned subsidiary of New Rubicon; (c) a series of sequential mergers of (i) Boom Clover Business Limited, a British Virgin Islands corporation (“Blocker Company 1”) merging with Ravenclaw Merger Sub Corporation 1, a Delaware corporation and wholly owned subsidiary of Founder (“Merger Sub Inc. 1”), with Blocker Company 1 surviving, followed by Blocker Company 1 merging with and into New Rubicon with New Rubicon surviving, followed by (ii) NZSF Frontier Investments Inc., a Delaware corporation (“Blocker Company 2”) merging with Ravenclaw Merger Sub Corporation 2, a Delaware corporation and wholly owned subsidiary of Founder (“Merger Sub Inc. 2”), with Blocker Company 2 surviving, followed by Blocker Company 1 merging with and into New Rubicon with New Rubicon surviving, and followed by (iii) PLC Blocker A LLC, a Delaware limited liability company (“Blocker Company 3”, together with Blocker Company 1 and Blocker Company 2, each a “Blocker Company” and collectively, the “Blocker Companies”), merging with Ravenclaw Merger Sub Corporation 3, a Delaware corporation and wholly owned subsidiary of Founder (“Merger Sub Inc. 3”, together with Merger Sub Inc. 1 and Merger Sub Inc. 2, each a “Blocker Merger Sub”), with Blocker Company 3 surviving, followed by Blocker Company 3 merging with and into New Rubicon with New Rubicon surviving (collectively the “Blocker Mergers” and, together with the Merger, the “Mergers”); and (d) the other transactions contemplated by the Agreement and Plan of Merger, dated as of December 15, 2021, by and among Founder, Rubicon, Merger Sub, the Blocker Companies, and the Blocker Merger Subs (the “Merger Agreement”) and documents related thereto, in each case pursuant to the terms of the Merger Agreement and as more fully described elsewhere in this proxy statement/consent solicitation statement/prospectus.

 

As a result of and upon the effective time of the Domestication, among other things, (a) each then-issued and outstanding Class A ordinary share, par value $0.0001 per share, of Founder (“Founder Class A Shares”) will automatically convert into one share of Class A common stock, par value $0.0001 per share of New Rubicon (“Domestication Class A Common Stock”), (b) each then-issued and outstanding Class B ordinary share, par value $0.0001 per share, of Founder (“Founder Class B Shares” and, together with Founder Class A Shares, “Founder Ordinary Shares”), will convert into one share of Domestication Class A Common Stock pursuant to the Sponsor Agreement, dated December 15, 2021, by and among Founder, Founder SPAC Sponsor LLC (“Sponsor”), Rubicon, and certain insiders of Founder (the “Sponsor Agreement”), (c) each then-issued and outstanding public warrant of Founder, each representing a right to acquire one Founder Class A Share for $11.50 (a “Founder Public Warrant”), will convert automatically, on a one-for-one basis, into a public warrant of New Rubicon (the “Domestication Public Warrant”) that represents a right to acquire one share of Domestication Class A Common Stock for $11.50 pursuant to section 4.5 of the Warrant Agreement, dated October 14, 2021, by and between Founder and Continental Stock Transfer and Trust Company (the “Warrant Agreement”), (d) each then-issued and outstanding private placement warrant, each representing a right to acquire one Founder Class A Share for $11.50 (a “Founder Private Placement Warrant”), will convert automatically, on a one-for-one basis, into a private placement warrant of New Rubicon (the “Domestication Private Warrant”) that represents a right to acquire one share of Domestication Class A Common Stock for $11.50 pursuant to Section 4.5 of the Warrant Agreement, and (e) each then-issued and outstanding unit of Founder, each representing a Founder Class A Share and one-half of a Founder Public Warrant (a “Founder Unit”), that has not been previously separated into the underlying Founder Class A Share and one-half of one Founder Public Warrant upon the request of the holder thereof, will be separated and automatically convert into one share of Domestication Class A Common Stock and one-half of one Domestication Public Warrant. No fractional Domestication Public Warrants will be issued upon separation of the Founder Units. In addition, the certificate of incorporation of New Rubicon (the “Proposed Charter”) will authorize Class V common stock, par value $0.0001 per share (“Domestication Class V Common Stock”). Domestication Class A Common Stock will be entitled to economic rights and one vote per share and Domestication Class V Common Stock will be entitled to one vote per share with no economic rights.

 

 

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Following the Merger, among other things, New Rubicon will be issued Class A Units in Rubicon and all preferred units, common units, and incentive units of Rubicon (“Rubicon Interests”) outstanding as of immediately prior to the Merger will automatically be recapitalized into Class A Units and Class B Units of Rubicon as authorized by the Eighth Amended and Restated Limited Liability Company Agreement of Rubicon that will be adopted at the time of the Merger. Following the Blocker Mergers, (a) holders of Rubicon Interests immediately before the consummation of the transactions contemplated by the Merger Agreement (the “Closing” and the date on which the Closing occurs, the “Closing Date”), other than the Blocker Companies (the “Blocked Unitholders”), will be issued Class B Units in Rubicon (the “Rubicon Continuing Unitholders”), (b) Rubicon Continuing Unitholders will be issued a number of shares of Domestication Class V Common Stock equal to the number of Class B Units of Rubicon issued to the Rubicon Continuing Unitholders, (c) Blocked Unitholders will be issued shares of Domestication Class A Common Stock (as a result of the Blocker Mergers), (d) Rubicon Continuing Unitholders and Rubicon Blocked Unitholders will have a right to receive payments under the Tax Receivable Agreement, (e) holders of phantom units of Rubicon immediately prior to the Closing (“Rubicon Phantom Unitholders”) and those current and former directors, officers and employees of Rubicon entitled to certain cash bonuses and issuance of restricted shares of Domestication Class A Common Stock (the “Rubicon Management Rollover Holders”) will be issued restricted shares of Domestication Class A Common Stock following the adoption of New Rubicon’s equity incentive award plan (the “Incentive Award Plan”) and the effectiveness of a registration statement filed by New Rubicon on Form S-8 following the Closing, whereby such restricted shares of Domestication Class A Common Stock will vest six months following the Closing, and (f) New Rubicon will issue 11,100,000 of shares of Domestication Class A Common Stock (the “PIPE Investment”) to certain investors (“PIPE Investors”) pursuant to those certain subscription agreements, dated December 15, 2021, entered into with Founder (the “Subscription Agreements”). In addition to the securities issuable at the Closing and pursuant to the Incentive Award Plan, certain of the Rubicon Management Rollover Holders will be entitled to receive one-time cash payments (the “Cash Transaction Bonuses”). Any Cash Transaction Bonuses in excess of $17.5 million in the aggregate will reduce the Merger Consideration on a dollar-for-dollar basis. The total value of the Merger Consideration issuable by Rubicon and New Rubicon to holders of Rubicon Interests, subject to certain adjustments set forth in the Merger Agreement, is equal to $1.5 billion. It is expected that (i) Blocked Unitholders immediately before the Closing will also be entitled to receive a pro rata portion of 1,494,811 shares of Domestication Class A Common Stock and (ii) Rubicon Continuing Unitholders immediately before the Closing will also be entitled to receive a pro rata portion of 8,894,549 Class B Units of Rubicon and an equivalent number of shares of Domestication Class V Common Stock, in each case, depending upon the performance of Domestication Class A Common Stock during the five (5) year period after the Closing.

 

This prospectus covers (a) 31,625,000 shares of Domestication Class A Common Stock that will be issued to holders of Founder Class A Shares in connection with the Domestication, (b) 15,812,500 Domestication Public Warrants that, pursuant to the terms of the Warrant Agreement, will represent a right to acquire Domestication Class A Common Stock upon exercise following the Domestication, (c) 15,812,500 shares of Domestication Class A Common Stock that, pursuant to the terms of the Warrant Agreement underly the Domestication Public Warrants in accordance with the Warrant Agreement, and (d) 148,914,153 shares of Domestication Class A Common Stock issuable as Merger Consideration.

 

This prospectus does not cover (A) 7,906,250 shares of Domestication Class A Common Stock that will be issued to holders of Founder Class B Shares in connection with the Domestication, (B) 14,204,375 Domestication Private Warrants that, pursuant to the terms of the Warrant Agreement, will represent a right to acquire Domestication Class A Common Stock upon exercise following the Domestication, (C) 14,204,375 shares of Domestication Class A Common Stock that, pursuant to the Warrant Agreement underly the Domestication Private Warrants in accordance with the Warrant Agreement, (D) 11,100,000 shares of Domestication Class A Common Stock that will be issued to PIPE Investors, (E) 118,593,980 shares of Domestication Class V Common Stock that will be issued to Rubicon Continuing Unitholders, (F) the Class A Units of Rubicon that will be issued to New Rubicon, (G) the Class B Units of Rubicon that will be issued to Rubicon Continuing Unitholders, and (H) 9,836,017 shares of restricted Domestication Class A Common Stock that will be issued to the Rubicon Phantom Unitholders and Rubicon Management Rollover Holders following the Closing.

 

The Founder Units, Founder Class A Shares and Founder Public Warrants are currently listed on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “FOUNU,” “FOUN” and “FOUNW,” respectively. New Rubicon will apply for listing, to be effective at the time of the Business Combination, of the Domestication Class A Common Stock and Domestication Public Warrants on the New York Stock Exchange (“NYSE”) under the proposed symbols “RBT” and “RBT WS”, respectively. It is a condition to the consummation of the Business Combination that Founder receive confirmation from NYSE that the Domestication Class A Common Stock and Domestication Public Warrants have been approved for listing on NYSE. There can be no assurance that such listing condition will be met. If such listing condition is not met, the Business Combination will not be consummated unless such listing condition is waived by the applicable parties.

 

This proxy statement/consent solicitation statement/prospectus provides shareholders of Founder with detailed information about the proposed Business Combination and other matters to be considered at the extraordinary general meeting of Founder’s shareholders. We encourage you to read this entire document, including the Annexes and other documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described in the section titled “Risk Factors of this proxy statement/consent solicitation statement/prospectus.

 

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/CONSENT SOLICITATION STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/CONSENT SOLICITATION STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

 

This proxy statement/consent solicitation statement/prospectus is dated           , 2022, and is first being mailed to Founder’s shareholders on or about           , 2022.

 

 

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FOUNDER SPAC
11752 Lake Potomac Drive
Potomac, Maryland 20854
Telephone: (240) 418-2649

 

Dear Shareholders of Founder SPAC:

 

You are cordially invited to attend the extraordinary general meeting of the shareholders (the “Meeting”) of Founder SPAC (“Founder”), which will be held at          :           a.m., Eastern time, on           , 2022 at 800 Capitol Street, Suite 2400, Houston, Texas 77002 and via a virtual meeting format at          . Due to the current novel coronavirus (“COVID-19”) global pandemic, there are restrictions in place in many jurisdictions relating to the ability to conduct in-person meetings. As part of our precautions regarding COVID-19, we are planning for the Meeting to be held virtually over the Internet, but the physical location of the Meeting will remain at the location specified above for the purposes of our amended and restated memorandum and articles of association. This proxy statement/consent solicitation statement/prospectus includes instructions on how to access the virtual Meeting and how to listen, vote, and submit questions from home or any remote location with Internet connectivity.

 

Founder is a Cayman Islands exempted company established for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business transaction with one or more businesses or entities, which we refer to as a “target business.” Holders of Class A ordinary shares, par value $0.0001 per share, of Founder (“Founder Class A Shares”) and Class B ordinary shares, par value $0.0001 per share, of Founder (“Founder Class B Shares”, together with Founder Class A Shares, “Founder Ordinary Shares”), will be asked to approve, among other things, the Agreement and Plan of Merger, dated as of December 15, 2021 (the “Merger Agreement”), by and among Founder, Ravenclaw Merger Sub LLC, a Delaware limited liability company and wholly-owned subsidiary of Founder (“Merger Sub”), Ravenclaw Merger Sub Corporation 1, a Delaware corporation and wholly owned subsidiary of Founder (“Merger Sub Inc. 1”), Ravenclaw Merger Sub Corporation 2, a Delaware corporation and wholly owned subsidiary of Founder (“Merger Sub Inc. 2”), Ravenclaw Merger Sub Corporation 3, a Delaware corporation and wholly owned subsidiary of Founder (“Merger Sub Inc. 3” and, together with Merger Sub Inc. 1 and Merger Sub Inc. 2, each a “Blocker Merger Sub”), Boom Clover Business Limited, a British Virgin Islands corporation (“Blocker Company 1”), NZSF Frontier Investments Inc., a Delaware corporation (“Blocker Company 2”), PLC Blocker A LLC, a Delaware limited liability company (“Blocker Company 3” and, together with Blocker Company 1 and Blocker Company 2, each a “Blocker Company” and collectively, the “Blocker Companies”), and Rubicon Technologies, LLC, a Delaware limited liability company (“Rubicon”), and the other related proposals set forth in the accompanying proxy statement/consent solicitation statement/prospectus. The transactions contemplated under the Merger Agreement relating to the Merger are referred to in this proxy statement/consent solicitation statement/prospectus as the “Business Combination”.

 

Pursuant to the Merger Agreement, immediately prior to the consummation of the transactions contemplated by the Merger Agreement (the “Closing” and the date on which the Closing occurs, the “Closing Date”), Founder will change its jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation under the laws of the State of Delaware (the “Domestication”), and, conditional upon, and with effect from, the registration of Founder as a corporation in the State of Delaware, Founder will change its from “Founder SPAC” to “Rubicon Technologies, Inc.” (referred to herein as “New Rubicon”). Pursuant to the Domestication: (a) each then-issued and outstanding Founder Class A Share will automatically convert into one share of Class A common stock, par value $0.0001 per share, of New Rubicon (“Domestication Class A Common Stock”), (b) each then-issued and outstanding Founder Class B Share, will convert into one share of Domestication Class A Common Stock pursuant to the Sponsor Agreement, dated December 15, 2021, by and among Founder, Founder SPAC Sponsor LLC (“Sponsor”), Rubicon, and certain insiders of Founder (the “Sponsor Agreement”), (c) each then-issued and outstanding public warrant of Founder, each representing a right to acquire one Founder Class A Share for $11.50 (a “Founder Public Warrant”), will convert automatically, on a one-for-one basis, into a public warrant of New Rubicon (the “Domestication Public Warrant”) that represents a right to acquire one share of Domestication Class A Common Stock for $11.50 pursuant to section 4.5 of the Warrant Agreement, dated October 14, 2021, by and between Founder and Continental Stock Transfer and Trust Company (the “Warrant Agreement”), (d) each then-issued and outstanding private placement warrant, each representing a right to acquire one Founder Class A Share for $11.50 (a “Founder Private Placement Warrant”), will convert automatically, on a one-for-one basis, into a private placement warrant of New Rubicon (the “Domestication Private Warrant”) that represents a right to acquire one share of Domestication Class A Common Stock for $11.50 pursuant to Section 4.5 of the Warrant Agreement, and (e) each then-issued and outstanding unit of Founder, each representing a Founder Class A Share and one-half of a Founder Public Warrant (a “Founder Unit”), that has not been previously separated into the underlying Founder Class A Share and one-half of one Founder Public Warrant upon the request of the holder thereof, will be separated and automatically convert into one share of Domestication Class A Common Stock and one-half of one Domestication Public Warrant. No fractional Domestication Public Warrants will be issued upon separation of the Founder Units. In addition, the certificate of incorporation of New Rubicon (the “Proposed Charter”) will authorize Class V common stock, par value $0.0001 per share (“Domestication Class V Common Stock”). Domestication Class A Common Stock will be entitled to economic rights and one vote per share and Domestication Class V Common Stock will be entitled to one vote per share with no economic rights.

 

 

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Immediately following the Domestication, Merger Sub will merge with and into Rubicon, with Rubicon surviving the merger (the “Merger”), followed by a series of sequential two-step mergers among the Blocker Merger Subs, Blocker Companies, and New Rubicon, such that (x) each Blocker Merger Sub will merge with and into its corresponding Blocker Company, with the Blocker Company surviving as a wholly owned subsidiary of New Rubicon, following which (y) the surviving Blocker Company will merge with and into New Rubicon, with New Rubicon surviving the merger (collectively, the “Blocker Mergers” and, together with the Merger, the “Mergers”) as necessary to effectuate the UP-C structure, in which substantially all of the assets and business of New Rubicon will be held by Rubicon.

 

The aggregate value of the securities consideration to be issued to the holders of Rubicon Interests at the Closing pursuant to the Mergers, as applicable (the “Merger Consideration”), shall be an amount equal to $1.5 billion minus (a) the Excess Cash Bonuses, (b) the total amount of the Management Rollover Consideration, and (c) the total amount of the Phantom Unit Consideration (in each case, as defined below).

 

In connection with the Merger, among other things, New Rubicon will be issued Class A Units in Rubicon and all preferred units, common units, and incentive units of Rubicon (“Rubicon Interests”) outstanding as of immediately prior to the Merger will automatically be recapitalized into Class A Units and Class B Units of Rubicon as authorized by the Eighth Amended and Restated Limited Liability Company Agreement of Rubicon that will be adopted at the time of the Merger. Following the Blocker Mergers, (a) holders of Rubicon Interests immediately before the Closing, other than the Blocker Companies (the “Blocked Unitholders”), will be issued Class B Units in Rubicon (the “Rubicon Continuing Unitholders”), (b) Rubicon Continuing Unitholders will be issued a number of shares of Domestication Class V Common Stock equal to the number of Class B Units of Rubicon issued to the Rubicon Continuing Unitholders, (c) Blocked Unitholders will be issued shares of Domestication Class A Common Stock (as a result of the Blocker Mergers), (d) Rubicon Continuing Unitholders and Rubicon Blocked Unitholders will have a right to receive payments under the Tax Receivable Agreement, (e) holders of phantom units of Rubicon immediately prior to the Closing (“Rubicon Phantom Unitholders”) and certain current and former directors, officers and employees of Rubicon entitled to certain cash bonuses and issuance of restricted shares of Domestication Class A Common Stock (“Rubicon Management Rollover Holders”) will be issued restricted shares of Domestication Class A Common Stock following the adoption of New Rubicon’s equity incentive award plan (the “Incentive Award Plan”) and the effectiveness of a registration statement filed by New Rubicon on Form S-8 following the Closing, whereby such restricted shares of Domestication Class A Common Stock will vest six months following the Closing, and (f) New Rubicon will issue 11,100,000 shares of Domestication Class A Common Stock (the “PIPE Investment”) to certain investors (“PIPE Investors”) pursuant to those certain subscription agreements, dated December 15, 2021, entered into with Founder (the “Subscription Agreements”).

 

In addition to the securities issuable in connection with the Mergers, the Rubicon Management Rollover Holders will be entitled to receive one-time cash payments (the “Cash Transaction Bonuses”). Any Cash Transaction Bonuses in excess of $17.5 million in the aggregate (the “Excess Cash Bonuses”) will reduce the Merger Consideration issuable as securities and set forth above on a dollar-for-dollar basis.

 

It is expected that (i) Blocked Unitholders immediately before the Closing will also be entitled to receive a pro rata portion of 1,494,811 shares of Domestication Class A Common Stock, and (ii) Rubicon Continuing Unitholders immediately before the Closing will also be entitled to receive a pro rata portion of 8,894,549 Class B Units of Rubicon and an equivalent number of shares of Domestication Class V Common Stock, in each case, depending upon the performance of Domestication Class A Common Stock during the five (5) year period after the Closing.

 

It is anticipated that upon completion of the Business Combination, assuming a No Redemption Scenario: (a) Founder’s public shareholders will retain an aggregate Voting Power and Implied Ownership of approximately 16.7% of New Rubicon, (b) the PIPE Investors will have an aggregate Voting Power and Implied Ownership of approximately 5.9% of New Rubicon, (c) the Initial Shareholders will retain an aggregate Voting Power and Implied Ownership of approximately 4.2% of New Rubicon, and (d) Blocked Unitholders and Rubicon Continuing Unitholders will have an aggregate Voting Power and Implied Ownership of approximately 73.2% of New Rubicon. If the actual facts are different from the assumptions underlying the No Redemption Scenario (which they are likely to be), the Voting Power and Implied Ownership of New Rubicon’s stockholders will be different. For more information regarding post-Business Combination ownership and control, including the effects of various redemption scenarios and potential sources of dilution, see the section titled “Voting Power and Implied Ownership of New Rubicon Upon Consummation of the Business Combination” in the proxy statement/consent solicitation statement/prospectus.

 

 

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As of January 31, 2022, there was approximately $321 million in the Trust Account. On           , 2022, the record date for the Meeting, the last sale price of Founder Ordinary Shares was $           per share. Pursuant to Founder’s second amended and restated memorandum and articles of association (the “Memorandum and Articles of Association”), Founder is providing its holders of Founder Class A Shares with the opportunity to redeem all or a portion of their Founder Class A Shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest, less taxes payable, divided by the number of then outstanding Founder Class A Shares that were sold as part of Founder’s initial public offering (“IPO”), subject to the limitations described herein.

 

To exercise your redemption rights, you must (i): (a) hold Founder Class A Shares, or (b) hold Founder Class A Shares underlying Founder Units and elect to separate your Founder Units into the underlying Founder Class A Shares prior to exercising your redemption rights with respect to the Founder Class A Shares; and (ii) prior to            a.m./p.m., eastern time, on           , 2022, (a) submit a written request to continental that Founder redeem your Founder Class A Shares for cash and (b) deliver your Founder Class A Shares to Continental physically or electronically using the Depository Trust Company’s DWAC (deposit/withdrawal at custodian) system, in each case, in accordance with the procedures described in the proxy statement/consent solicitation statement/prospectus. if the business combination is not consummated, then the Founder Class A Shares will not be redeemed for cash. if you hold the shares in street name, you will need to instruct the account executive at your bank or broker to withdraw the shares from your account in order to exercise your redemption rights. see “Founder’s Extraordinary General Meeting — Redemption Rights” in this proxy statement/consent solicitation statement/prospectus for more specific instructions.

 

Founder is providing this proxy statement/consent solicitation statement/prospectus and accompanying proxy card to its shareholders in connection with the solicitation of proxies to be voted at the Meeting and at any adjournments or postponements thereof. Founder’s initial shareholders, including Founder SPAC Sponsor, LLC, a Delaware limited liability company (“Sponsor”), and its officers and directors, who own approximately 20% of Founder Ordinary Shares as of the record date, have separately agreed to vote their Founder Ordinary Shares in favor of the proposals set forth in this proxy statement/consent solicitation statement/prospectus.

 

Founder’s Board recommends that Founder shareholders vote “FOR” approval of each of the proposals set forth in this proxy statement/consent solicitation statement/prospectus. Each shareholder’s vote is very important. Whether or not you plan to participate in the Meeting, please submit your proxy card without delay. Shareholders may revoke proxies at any time before they are voted at the Meeting. Voting by proxy will not prevent a shareholder from voting at the Meeting if such shareholder subsequently chooses to participate in the Meeting.

 

We encourage you to read this proxy statement/consent solicitation statement/prospectus carefully. In particular, you should review the matters discussed under the caption “Risk Factors” beginning on page 38.

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in the Business Combination or otherwise, or passed upon the adequacy or accuracy of this proxy statement/consent solicitation statement/prospectus. Any representation to the contrary is a criminal offense.

 

This proxy statement/consent solicitation statement/prospectus is dated           , 2022, and is first being mailed to shareholders of Founder and Rubicon on or about           , 2022.

 

/s/  
Osman Ahmed  
Chief Executive Officer  
Founder SPAC  
          , 2022  

 

 

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FOUNDER SPAC
11752 Lake Potomac Drive
Potomac, Maryland 20854
Telephone: (240) 418-2649

 

NOTICE OF EXTRAORDINARY GENERAL MEETING OF
FOUNDER SPAC SHAREHOLDERS
To Be Held on

 

To Founder SPAC Shareholders:

 

NOTICE IS HEREBY GIVEN, that you are cordially invited to attend a meeting of the shareholders of Founder SPAC (“Founder,” “we”, “our”, or “us”), which will be held at           :           a.m., Eastern time, on           , 2022, at            800 Capitol Street, Suite 2400, Houston, Texas 77002 and via a virtual meeting format at (the “Meeting”). You can participate in the Meeting as described in the section titled “Founder’s Extraordinary General Meeting” in the accompanying proxy statement/consent solicitation statement/prospectus. During the Meeting, Founder’s shareholders will be asked to consider and vote upon the following proposals, which we refer to herein as the “Proposals”:

 

To consider and vote upon a proposal to approve by ordinary resolution the transactions contemplated under the Agreement and Plan of Merger, dated as of December 15, 2021 (the “Merger Agreement”), by and among Founder, Ravenclaw Merger Sub LLC, a Delaware limited liability company and wholly-owned subsidiary of Founder (“Merger Sub”), Rubicon Technologies, LLC, a Delaware limited liability company (“Rubicon”), and the other parties thereto (the “Business Combination”), a copy of which is attached to this proxy statement/consent solicitation statement/prospectus as Annex A. This Proposal is referred to as the “Business Combination Proposal” or “Proposal 1.”

 

To consider and vote upon a proposal to approve by special resolution a change in Founder’s jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation under the laws of the State of Delaware (the “Domestication”). This Proposal is referred to as the “Domestication Proposal” or “Proposal 2.” For the purpose of the Memorandum and Articles of Association of Founder, the full text of the resolution is as follows: RESOLVED, as a special resolution, that Founder be transferred by way of continuation to Delaware pursuant to Part XII of the Companies Act (Revised) of the Cayman Islands and Section 388 of the General Corporation Law of the State of Delaware and, immediately upon being de-registered in the Cayman Islands, Founder be continued and domesticated as a corporation under the laws of the state of Delaware and, conditional upon, and with effect from, the registration of Founder as a corporation in the State of Delaware, the name of Founder be changed from “Founder SPAC” to “Rubicon Technologies, Inc.”.

 

  To consider and vote upon a proposal to approve by special resolution the certificate of incorporation of Founder in connection with the Domestication, in the form attached to this proxy statement/consent solicitation statement/prospectus as Annex B (the “Proposed Charter”) to, among other things, change Founder’s name to “Rubicon Technologies, Inc.,” to be effective upon the consummation of the Business Combination. This Proposal is referred to as the “Charter Proposal” or “Proposal 3.” For the purpose of the Memorandum and Articles of Association of Founder, the full text of the resolution is as follows: RESOLVED, as a special resolution, that the Memorandum and Articles of Association of Founder currently in effect be amended and restated by the deletion in their entirety and the substitution in their place of the Proposed Charter (a copy of which is attached to the proxy statement/consent solicitation statement/prospectus as Annex B)”

 

To approve and adopt, on a non-binding advisory basis and by ordinary resolution, certain governance provisions set forth in the Proposed Charter, as differing from the Memorandum and Articles of Association, which are being separately presented in accordance with the requirements of the U.S. Securities and Exchange Commission (the “SEC”) as eight separate sub-proposals. These Proposals are referred to as the “Governance Proposals” or “Proposals 4A-4H”:

 

Proposal 4A: A proposal to amend the Memorandum and Articles of Association to authorize the change in the authorized capital stock of Founder from (i) 479,000,000 Founder Class A Shares, 20,000,000 Founder Class B Shares and 1,000,000 preference shares, par value $0.0001 per share, of Founder to (ii)            shares of Domestication Class A Common Stock, shares of Domestication Class V Common Stock and 5,000,000 shares of New Rubicon preferred stock, par value $0.0001 per share.

 

Proposal 4B: A proposal to amend the Memorandum and Articles of Association to authorize adopting Delaware as the exclusive forum for certain stockholder litigation.

 

Proposal 4C: A proposal to amend the Memorandum and Articles of Association to authorize adopting Section 203 of the Delaware General Corporate Law to prevent certain takeovers by interested stockholders.

 

 

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Proposal 4D: A proposal to amend the Memorandum and Articles of Association to require at least two-thirds of the voting power of the stock outstanding and entitled to vote thereon, voting together as a single class, to adopt, amend or repeal, or adopt any provision inconsistent with, Articles V (the provisions regarding the size of the New Rubicon Board of Directors, the classification of the New Rubicon Board of Directors, the filling of vacancies and the election and removal of directors), VI (the provisions regarding stockholder actions without a meeting and who can call special meetings of stockholders), IX (the provisions regarding requirements to amend the Proposed Organizational Documents by the New Rubicon Board of Directors or by stockholders), and X (the provisions regarding the limited liability of directors of New Rubicon) of the Proposed Charter or any provision of the Proposed Bylaws.

 

Proposal 4E: A proposal to amend the Memorandum and Articles of Association to approve provisions permitting the removal of a director only for cause and only by the affirmative vote of not less than two-thirds of the outstanding shares entitled to vote at an election of directors, voting together as a single class.

 

Proposal 4F: A proposal to amend the Memorandum and Articles of Association to approve provisions requiring stockholders to take action at an annual or special meeting and prohibiting stockholder action by written consent in lieu of a meeting.

 

Proposal 4G: A proposal to amend the Memorandum and Articles of Association to adopt a waiver of corporate opportunities for its non-employee directors.

 

Proposal 4H: A proposal to amend the Memorandum and Articles of Association to authorize (1) changing the corporate name from “Founder SPAC” to “Rubicon Technologies, Inc.”, (2) making New Rubicon’s corporate existence perpetual, and (3) removing certain provisions related to Founder’s status as a blank check company that will no longer be applicable upon consummation of the Business Combination.

 

To consider and vote upon a proposal to elect by ordinary resolution, effective as of the consummation of the Business Combination, Osman Ahmed, Jack Selby, Ambassador Dobriansky, Berry Caldwell, and Brent Callinicos, to serve on the Board until their respective successors are duly elected and qualified. This Proposal is referred to as the “Directors Proposal” or “Proposal 5.”

 

To consider and vote upon a proposal to approve by ordinary resolution the Rubicon Technologies, Inc. 2021 Equity Incentive Plan (the “Incentive Award Plan”), a copy of which is to be attached to this proxy statement/consent solicitation statement/prospectus as Annex K, to be effective upon the consummation of the Business Combination. This Proposal is referred to as the “Share Plan Proposal” or “Proposal 6.”

 

To consider and vote upon a proposal to approve by ordinary resolution, for purposes of complying with Nasdaq Listing Rule 5635 (a) and (b), the issuance of more than 20% of the issued and outstanding ordinary shares and the resulting change in control in connection with the Business Combination. This Proposal is referred to as the “Nasdaq Proposal” or “Proposal 7.”

 

To consider and vote upon a proposal to approve by ordinary resolution the adjournment of the Meeting by the chairman thereof to a later date, if necessary, under certain circumstances, including for the purpose of soliciting additional proxies in favor of the foregoing Proposals, in the event Founder does not receive the requisite shareholder vote to approve the Proposals. This Proposal is called the “Adjournment Proposal” or “Proposal 8.”

 

The Business Combination Proposal, the Domestication Proposal, the Charter Proposal and the Nasdaq Proposal are each cross-conditioned on the approval of each other (the “Cross-Conditioned Proposals”).Each of the Directors Proposal and the Share Plan Proposal is conditioned on the approval of the Cross-Conditioned Proposals. Each of the Domestication Proposal and the Charter Proposal requires approval by special resolution, which is the affirmative vote of a two-thirds majority of the votes cast by the holders of the issued and outstanding ordinary shares of Founder represented in person or by proxy and entitled to vote thereon and who vote at the Meeting. Each of the Business Combination Proposal, Governance Proposals, Directors Proposal, Share Plan Proposal, Nasdaq Proposal and Adjournment Proposal require approval by ordinary resolution, which is the affirmative vote of a majority of the votes cast by the holders of the issued and outstanding ordinary shares of Founder represented in person or by proxy and entitled to vote thereon and who vote at the Meeting. Under the terms of the Memorandum and Articles of Association, only the holders of Class B Shares are entitled to vote on the election of directors to the board of directors of Founder. Therefore, only holders of the Class B Shares will vote on the Directors Proposal at the Meeting.

 

It is important for you to note that in the event that the Business Combination Proposal is not approved, Founder will not consummate the Business Combination. If Founder does not consummate the Business Combination and fails to complete an initial business combination by January 19, 2023 (or April 19, 2023 if extended pursuant to the Memorandum and Articles of Association), Founder will be required to dissolve and liquidate, unless we seek shareholder approval to amend the Memorandum and Articles of Association to extend the date by which an initial business combination may be consummated.

 

As of           , 2022, there were 39,531,250 ordinary shares issued and outstanding and entitled to vote. Only Founder shareholders who hold ordinary shares of record as of the close of business on           , 2022 are entitled to vote at the Meeting or any adjournment of the Meeting. This proxy statement/consent solicitation statement/prospectus is first being mailed to Founder shareholders on or about           , 2022.

 

Investing in Founder’s securities involves a high degree of risk. See “Risk Factors” beginning on page 38 for a discussion of information that should be considered in connection with an investment in Founder’s securities.

 

 

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YOUR VOTE IS VERY IMPORTANT. PLEASE VOTE YOUR SHARES PROMPTLY.

 

Whether or not you plan to participate in the Meeting, please complete, date, sign and return the enclosed proxy card without delay, or submit your proxy through the internet or by telephone as promptly as possible in order to ensure your representation at the Meeting no later than the time appointed for the Meeting or adjourned meeting. Voting by proxy will not prevent you from voting your ordinary shares if you subsequently choose to participate in the Meeting. Please note, however, that if your shares are held of record by a broker, bank or other agent and you wish to vote at the Meeting, you must obtain a proxy issued in your name from that record. Only shareholders of record at the close of business on the record date may vote at the Meeting or any adjournment or postponement thereof. If you fail to return your proxy card or fail to instruct your bank, broker, or other nominee how to vote, and do not participate in the Meeting, your shares will not be counted for purposes of determining whether a quorum is present at, and the number of votes voted at, the Meeting.

 

You may revoke a proxy at any time before it is voted at the Meeting by executing and returning a proxy card dated later than the previous one, by participating in the Meeting and casting your vote by hand or by ballot (as applicable) or by submitting a written revocation to Laurel Hill Advisory Group, LLC (“Laurel Hill”), that is received by the proxy solicitor before we take the vote at the Meeting. If you hold your shares through a bank or brokerage firm, you should follow the instructions of your bank or brokerage firm regarding revocation of proxies.

 

Founder’s Board recommends that Founder shareholders vote “FOR” approval of each of the Proposals. When you consider the Board’s recommendation of these Proposals, you should keep in mind that Founder’s directors and officers have interests in the Business Combination that may conflict or differ from your interests as a shareholder. See the section titled “Proposal 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination — Founder.”

 

On behalf of the Board, I thank you for your support and we look forward to the successful consummation of the Business Combination.

 

By Order of the Board of Directors,  
   
/s/  
Osman Ahmed  
Chief Executive Officer  
Founder SPAC  

 

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS.

 

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (I) (A) HOLD FOUNDER CLASS A SHARES, OR (B) HOLD FOUNDER CLASS A SHARES THROUGH FOUNDER UNITS AND ELECT TO SEPARATE YOUR FOUNDER UNITS INTO THE UNDERLYING FOUNDER CLASS A SHARES PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE FOUNDER CLASS A SHARES; AND (II) PRIOR TO            A.M./P.M., EASTERN TIME, ON           , 2022, (A) SUBMIT A WRITTEN REQUEST TO CONTINENTAL THAT FOUNDER REDEEM YOUR FOUNDER CLASS A SHARES FOR CASH AND (B) DELIVER YOUR FOUNDER CLASS A SHARES TO CONTINENTAL PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT/WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE, IN ACCORDANCE WITH THE PROCEDURES DESCRIBED IN THE PROXY STATEMENT/CONSENT SOLICITATION STATEMENT/PROSPECTUS. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THE FOUNDER CLASS A SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “FOUNDER’S EXTRAORDINARY GENERAL MEETING — REDEMPTION RIGHTS” IN THIS PROXY STATEMENT/CONSENT SOLICITATION STATEMENT/PROSPECTUS FOR MORE SPECIFIC INSTRUCTIONS.

 

HOW TO OBTAIN ADDITIONAL INFORMATION

 

This proxy statement/consent solicitation statement/prospectus incorporates important business and financial information about Founder that is not included or delivered herewith. If you would like to receive additional information or if you want additional copies of this document, agreements contained in the appendices or any other documents filed by Founder with the SEC, such information is available without charge upon written or oral request. Please contact our proxy solicitor:

 

LAUREL HILL ADVISORY GROUP, LLC

2 Robbins Lane, Suite 201
Jericho, NY 11753

Toll Free: (888) 742-1305
Email: Founder@laurelhill.com

 

If you would like to request documents, please do so no later than _____, to receive them before the Meeting. Please be sure to include your complete name and address in your request. Please see “Where You Can Find Additional Information” to find out where you can find more information about Founder and Rubicon.

 

 

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NOTICE OF SOLICITATION OF WRITTEN CONSENT

 

To Unitholders of Rubicon Technologies, LLC:

 

Pursuant to an Agreement and Plan of Merger, dated as of December 15, 2021 (the “Merger Agreement”), by and among Founder SPAC, a Cayman Islands exempted company (“Founder”), Ravenclaw Merger Sub LLC, a Delaware limited liability company and wholly-owned subsidiary of Founder (“Merger Sub”), Rubicon Technologies, LLC, a Delaware limited liability company (“Rubicon”), and the other parties thereto (the “Business Combination”), a copy of which is attached to this proxy statement/consent solicitation statement/prospectus as Annex A, Merger Sub will merge with and into Rubicon, with Rubicon surviving the merger as a wholly owned subsidiary of Founder (the “Merger”).

 

This proxy statement/consent solicitation statement/prospectus is being delivered to you on behalf of the Rubicon board of managers to request that our holders of Common Units of Rubicon (“Legacy Rubicon Common Units”), Series A Units of Rubicon (“Legacy Rubicon Series A Units”), Series B Units of Rubicon (“Legacy Rubicon Series B Units”), Series C Units of Rubicon (“Legacy Rubicon Series C Units”), Series D Units of Rubicon (“Legacy Rubicon Series D Units”), and Series E Units of Rubicon (“Legacy Rubicon Series E Units”, together with Legacy Rubicon Series A Units, Legacy Rubicon Series B Units, Legacy Rubicon Series C Units and Legacy Rubicon Series D Units, “Legacy Rubicon Preferred Units” and collectively with Legacy Rubicon Common Units, the “Legacy Rubicon Units”), execute and return written consents to adopt and approve the Merger Agreement and the transactions contemplated therein, including the Merger.

 

Adoption of the Merger Agreement and the transactions contemplated thereby requires the approval of the holders of (i) at least a majority of the outstanding Legacy Rubicon Units entitled to vote, voting together as a single class and (ii) at least two-thirds of the outstanding Legacy Rubicon Preferred Units entitled to vote, voting together as a single class. As a closing condition to the Merger Agreement, Rubicon must deliver written consents adopting the Merger Agreement and approving the Merger; Founder has a right to terminate the Merger Agreement if such consent is not received within one (1) business day prior to Founder’s extraordinary general meeting of its shareholders to approve the Merger Agreement and the transactions contemplated thereby, as further detailed in this proxy statement/consent solicitation statement/prospectus.

 

This proxy statement/consent solicitation statement/prospectus describes the proposed Merger and the actions to be taken in connection with the Merger and provides additional information about the parties involved. Please give this information your careful attention. A copy of the Merger Agreement is attached as Annex A to this proxy statement/consent solicitation statement/prospectus.

 

The Rubicon board of managers has considered the Merger and the terms of the Merger Agreement and has unanimously determined that the Merger and the Merger Agreement are advisable, fair to and in the best interests of Rubicon and its interest holders and recommends that holders of Legacy Rubicon Units adopt the Merger Agreement and approve the Merger Agreement by submitting a written consent attached as Annex L to this proxy statement/consent solicitation statement/prospectus.

 

Please complete, date and sign the written consent furnished with this proxy statement/consent solicitation statement/prospectus and return it promptly to Rubicon by one of the means described in “Rubicon’s Solicitation of Written Consents”, as set forth in this proxy statement/consent solicitation statement/prospectus.

 

  BY ORDER OF THE BOARD OF MANAGERS
   
  /s/
  Nate Morris
Chairman of the Board and Chief Executive Officer

 

 

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ABOUT THIS PROXY STATEMENT/CONSENT SOLICITATION STATEMENT/PROSPECTUS

 

This document, which forms part of a registration statement on Form S-4 filed with the SEC by Founder, constitutes a prospectus of Founder under the Securities Act of 1933, as amended (the “Securities Act”), with respect to securities of Rubicon and New Rubicon to be issued to Rubicon’s equity holders pursuant to the Merger Agreement. This document also constitutes a proxy statement of Founder under Section 14(a) of the Exchange Act.

 

You should rely only on the information contained in this proxy statement/consent solicitation statement/prospectus in deciding how to vote on the Business Combination. Neither Founder nor Rubicon has authorized anyone to give any information or to make any representations other than those contained in this proxy statement/consent solicitation statement/prospectus. Do not rely upon any information or representations made outside of this proxy statement/consent solicitation statement/prospectus. The information contained in this proxy statement/consent solicitation statement/prospectus may change after the date set forth above. Do not assume after the date of this proxy statement/consent solicitation statement/prospectus that the information contained in this proxy statement/consent solicitation statement/prospectus is still correct.

 

Information contained in this proxy statement/consent solicitation statement/prospectus regarding Founder and its business, operations, management, and other matters has been provided by Founder and information contained in this proxy statement/consent solicitation statement/prospectus regarding Rubicon and its business, operations, management, and other matters has been provided by Rubicon.

 

This proxy statement/consent solicitation statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities, or the solicitation of a proxy or consent, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

 

MARKET AND INDUSTRY DATA

 

Certain information contained in this document relates to or is based on studies, publications, surveys, and other data obtained from third-party sources and Founder’s and Rubicon’s own internal estimates and research. While we believe these third-party sources to be reliable as of the date of this proxy statement/consent solicitation statement/prospectus, we have not independently verified the market and industry data contained in this proxy statement/consent solicitation statement/prospectus or the underlying assumptions relied on therein. Finally, while we believe our own internal research is reliable, such research has not been verified by any independent source. These estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the headings “Risk Factors,” “Proposal 1—The Business Combination Proposal—Certain Rubicon Projected Financial Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Rubicon” in this proxy statement/consent solicitation statement/prospectus.

 

TRADEMARKS

 

This document contains references to trademarks, trade names and service marks belonging to other entities. Solely for convenience, trademarks, trade names and service marks referred to in this proxy statement/consent solicitation statement/prospectus may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks, or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

 

 

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TABLE OF CONTENTS

 

    PAGE
FREQUENTLY USED TERMS   1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS   4
QUESTIONS AND ANSWERS   7
SUMMARY OF THE PROXY STATEMENT/CONSENT SOLICITATION STATEMENT/PROSPECTUS   20
SELECTED HISTORICAL FINANCIAL DATA OF FOUNDER   34
SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OTHER DATA OF RUBICON   35
SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION   36
COMPARATIVE SHARE INFORMATION   37
RISK FACTORS   38
RUBICON’S SOLICITATION OF WRITTEN CONSENTS   68
FOUNDER’S EXTRAORDINARY GENERAL MEETING   69
PROPOSAL 1 — THE BUSINESS COMBINATION PROPOSAL   73
PROPOSAL 2 — THE DOMESTICATION PROPOSAL   99
PROPOSAL 3 — THE CHARTER PROPOSAL   102
PROPOSAL 4A — 4H — THE GOVERNANCE PROPOSALS   106
PROPOSAL 5 — THE DIRECTORS PROPOSAL   112
PROPOSAL 6 — THE SHARE PLAN PROPOSAL   114
PROPOSAL 7 — THE NASDAQ PROPOSAL   120
PROPOSAL 8 — THE ADJOURNMENT PROPOSAL   122
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION   123
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES   130
INFORMATION ABOUT FOUNDER   140
DIRECTORS AND EXECUTIVE OFFICERS OF FOUNDER   143
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF FOUNDER   148
INFORMATION ABOUT RUBICON   151
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF RUBICON   166
DIRECTORS AND EXECUTIVE OFFICER COMPENSATION   183
MANAGEMENT OF NEW RUBICON AFTER THE BUSINESS COMBINATION   187
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT   193
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS   196
DESCRIPTION OF NEW RUBICON’S SECURITIES   198
SECURITIES ELIGIBLE FOR FUTURE SALE   207
TRADING MARKET AND DIVIDENDS   209
COMPARISON OF STOCKHOLDERS’ RIGHTS   210
LEGAL MATTERS   213
EXPERTS   213
APPRAISAL RIGHTS   213
DELIVERY OF DOCUMENTS TO STOCKHOLDERS   213
TRANSFER AGENT AND REGISTRAR   213
SUBMISSION OF STOCKHOLDER PROPOSALS   213
FUTURE STOCKHOLDER PROPOSALS   214
WHERE YOU CAN FIND MORE INFORMATION   215
INDEX TO FINANCIAL STATEMENTS   F-1

 

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ANNEX A – MERGER AGREEMENT   A-1
ANNEX B – FORM OF CERTIFICATE OF INCORPORATION OF NEW RUBICON   B-1
ANNEX C – FORM OF BYLAWS OF NEW RUBICON   C-1
ANNEX D – FORM OF EIGHTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF RUBICON   D-1
ANNEX E – FORM OF SUBSCRIPTION AGREEMENT   E-1
ANNEX F – SPONSOR AGREEMENT   F-1
ANNEX G – SUPPORT AGREEMENT   G-1
ANNEX H – FORM OF LOCK-UP AGREEMENT   H-1
ANNEX I – FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT   I-1
ANNEX J – FORM OF TAX RECEIVABLE AGREEMENT   J-1
ANNEX K – FORM OF RUBICON TECHNOLOGIES, INC. 2021 EQUITY INCENTIVE PLAN   K-1
ANNEX L – FORM OF RUBICON UNITHOLDER WRITTEN CONSENT   L-1
ANNEX M – AMENDED EMPLOYMENT AGREEMENT(S)   M-1

 

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FREQUENTLY USED TERMS

 

Unless otherwise stated in this proxy statement/consent solicitation statement/prospectus, the terms “we,” “us,” “our,” “Founder” and “Company” refer to Founder SPAC, a Cayman Islands exempted company. Further, in this document:

 

“A&R LLCA” means the Eighth Amended and Restated Limited Liability Company Agreement of Rubicon.

 

“Blocker Companies” means, collectively, Boom Clover Business Limited, a British Virgin Islands corporation (“Blocker Company 1”), NZSF Frontier Investments Inc., a Delaware corporation (“Blocker Company 2”), and PLC Blocker A LLC, a Delaware limited liability company (“Blocker Company 3” and, together with Blocker Company 1 and Blocker Company 2, each a “Blocker Company”).

 

“Blocker Merger Subs” means, collectively, Ravenclaw Merger Sub Corporation 1, a Delaware corporation and wholly owned subsidiary of Founder (“Merger Sub Inc. 1”), Ravenclaw Merger Sub Corporation 2, a Delaware corporation and wholly owned subsidiary of Founder (“Merger Sub Inc. 2”), and Ravenclaw Merger Sub Corporation 3, a Delaware corporation and wholly owned subsidiary of Founder (“Merger Sub Inc. 3” and, together with Merger Sub Inc. 1 and Merger Sub Inc. 2, each a “Blocker Merger Sub”).

 

“Board” or “Founder Board” means the board of directors of Founder.

 

“Business Combination” means the transactions contemplated by the Merger Agreement, including the Merger.

 

“Cayman Islands Companies Act” means the Companies Act (Revised) of the Cayman Islands as the same may be amended from time to time.

 

“Class A Units” means Class A Units of Rubicon, as set forth in the A&R LLCA.

 

“Class B Units” means Class B Units of Rubicon, as set forth in the A&R LLCA.

 

“Closing” means the closing of the Business Combination.

 

“Closing Date” means the date on which the Closing occurs.

 

“Code” means the Internal Revenue Code of 1986, as amended.

 

“Combination Period” means the period of time from the closing of the IPO to consummate an initial business combination pursuant to the Memorandum and Articles of Association.

 

“Continental” means Continental Stock Transfer & Trust Company, Founder’s transfer agent for the Founder Ordinary Shares, warrant agent for the Founder Warrants and trustee to the Trust Account.

 

“Current LLC Agreement” means the Seventh Amended and Restated Operating Agreement of Rubicon, dated April 27, 2018, as amended.

 

“DGCL” means the General Corporation Law of the State of Delaware.

 

“Domestication Class A Common Stock” means Class A common stock, par value $0.0001, of New Rubicon.

 

“Domestication Class V Common Stock” means Class V common stock, par value $0.0001, of New Rubicon.

 

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

 

“Founder Class A Shares” means Class A ordinary shares, par value $0.0001, of Founder sold in the IPO as part of the Founder Units, whether purchased in the IPO or thereafter in the open market.

 

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“Founder Class B Shares” means an aggregate of 7,906,250 Class B ordinary shares, par value $0.0001, of Founder, which were issued to and are held by our Sponsor.

 

“Founder Entities” means, collectively, Founder, the Blocker Merger Subs, and Merger Sub.

 

“Founder Ordinary Shares” means, collectively, the Founder Class A Shares and Founder Class B Shares.

 

“Founder Private Placement Warrants” means the 14,204,375 private placement warrants issued to the Sponsor and Jefferies, each exercisable for one Founder Class A Share for $11.50. Following the Domestication, Founder Private Placement Warrants are referred to as “Domestication Private Warrants” and pursuant to the terms of the Warrant Agreement will each be exercisable for one share of Domestication Class A Common Stock at a price of $11.50 per share.

 

“Founder Public Warrants” refers to the redeemable warrants issued in connection with the IPO that entitle the holder thereof to purchase one Founder Class A Share at a price of $11.50 per share. Following the Domestication, Founder Public Warrants are referred to as “Domestication Public Warrants” and pursuant to the terms of the Warrant Agreement will each be exercisable for one share of Domestication Class A Common Stock at a price of $11.50 per share.

 

“Founder Units” means those units of Founder sold in connection with the IPO, where each unit consists of one Founder Class A Share and one-half of one Founder Public Warrant.

 

“Founder Warrants” means, collectively, the Founder Public Warrants and Founder Private Placement Warrants.

 

“GAAP” means accounting principles generally accepted in the United States of America.

 

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

 

“Incentive Award Plan” means the Rubicon Technologies, Inc. 2021 Equity Incentive Plan.

 

“Initial Shareholders” means the Sponsor and other initial holders of Founder Class B Shares and those Founder Private Placement Warrants purchased by the Sponsor.

 

“IPO” refers to the initial public offering of 27,500,000 Founder Units consummated on October 19, 2021, including the additional 4,125,000 Founder Units issued pursuant to the full exercise of the underwriters’ over-allotment option.

 

“IRS” means the United States Internal Revenue Service.

 

“Jefferies” or “Jefferies LLC” means Jefferies LLC, the representative of the underwriters in the IPO.

 

“Legacy Rubicon Common Units” means the common units of Rubicon prior to the effectiveness of the A&R LLCA.

 

“Legacy Rubicon Incentive Units” means those units of Rubicon granted pursuant to the Rubicon Global Holdings, LLC Profits Participation Plan, dated December 11, 2014.

 

“Legacy Rubicon Phantom Units” means those phantom units granted pursuant to the Rubicon Global Holdings, LLC Unit Appreciation Rights Plan, dated December 11, 2014.

 

“Legacy Rubicon Preferred Units” means, collectively, the Legacy Rubicon Series A Units, Legacy Rubicon Series B Units, Legacy Rubicon Series C Units, Legacy Rubicon Series D Units, and Legacy Rubicon Series E Units prior to the effectiveness of the A&R LLCA.

 

“Legacy Rubicon Units” means, collectively, the Legacy Rubicon Common Units and the Legacy Rubicon Preferred Units.

 

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“Management Rollover Consideration” means the 8,325,594 shares of restricted Domestication Class A Common Stock issuable following the Closing upon the adoption of the Incentive Award Plan and effectiveness of a Form S-8 filed by New Rubicon.

 

“Meeting” means the extraordinary general meeting of the shareholders of Founder, which will be held at           :           a.m., Eastern time, on           , 2022.

 

“Memorandum and Articles of Association” means Founder’s current Second Amended and Restated Memorandum and Articles of Association.

 

“Merger Agreement” means that certain Agreement and Plan of Merger, dated as of December 15, 2021, by and among Founder, Merger Sub, the Blocker Merger Subs, the Blocker Companies and Rubicon.

 

“Merger Consideration” means the aggregate value of the securities consideration to be issued to the holders of Rubicon Interests at the Closing pursuant to the Mergers.

 

“Merger Sub” means Ravenclaw Merger Sub LLC, a Delaware limited liability company and wholly-owned subsidiary of Founder.

 

“New Rubicon” means Rubicon Technologies, Inc., a Delaware corporation, following the Domestication.

 

“New Rubicon Board of Directors” means the board of directors of New Rubicon following the Business Combination.

 

“PIPE Investors” means those certain investors participating in the PIPE Investment pursuant to the Subscription Agreements.

 

“public shareholders” means holders of Founder Class A Shares.

 

“Rubicon” means Rubicon Technologies, LLC, a Delaware limited liability company. Immediately prior to the Domestication, Rubicon will change its name to “Rubicon Technologies Holdings, LLC”, which name shall survive following the Merger. References to Rubicon herein following the Merger shall mean “Rubicon Technologies Holdings, LLC”.

 

“Rubicon Interests” means, collectively, the Legacy Rubicon Units and Legacy Rubicon Incentive Units.

 

“SEC” means the U.S. Securities and Exchange Commission.

 

“Securities Act” means the Securities Act of 1933, as amended.

 

“Sponsor” means Founder SPAC Sponsor, LLC, a Delaware limited liability company.

 

“Subscription Agreements” means those certain subscription agreements, dated as of December 15, 2021, in the form attached hereto as Annex E, between Founder and the PIPE Investors, pursuant to which New Rubicon will issue and sell to PIPE Investors an aggregate of 11,100,00 shares of Domestication Class A Common Stock for $10.00 per share, for a total of $111,000,000 (the “PIPE Investment”).

 

“Trust Account” means Founder’s trust account maintained by Continental.

  

Basis of Presentation

 

Numerical figures included in this proxy statement/consent solicitation statement/prospectus have been subject to rounding adjustments. Accordingly, numerical figures shown as totals in various tables may not be arithmetic aggregations of the figures that precede them.

 

Unless specified otherwise, amounts in this proxy statement/consent solicitation statement/prospectus are presented in United States (“U.S.”) dollars.

 

Defined terms in the financial statements contained in this proxy statement/consent solicitation statement/prospectus have the meanings ascribed to them in the financial statements.

 

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This proxy statement/consent solicitation statement/prospectus contains forward-looking statements, including statements about the parties’ ability to close the Business Combination, the anticipated benefits of the Business Combination, and the financial condition, results of operations, earnings outlook, and prospects of Founder and/or Rubicon and may include statements for the period following the consummation of the Business Combination. Forward-looking statements appear in a number of places in this proxy statement/consent solicitation statement/prospectus including, without limitation, in the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Rubicon” and “Information about Rubicon.” In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements contained in this proxy statement/consent solicitation statement/prospectus include, but are not limited to, statements about the ability of Founder and Rubicon prior to the Business Combination, and New Rubicon following the Business Combination, to:

 

access, collect and use personal data about consumers;

 

execute its business strategy, including monetization of services provided and expansions in and into existing and new lines of business;

 

anticipate the impact of the coronavirus disease 2019 (“COVID-19”) pandemic and its effect on business and financial conditions;

 

manage risks associated with operational changes in response to the COVID-19 pandemic;

 

meet the closing conditions to the Merger, including approval by the shareholders of Founder and interest holders of Rubicon on the expected terms and schedule;

 

realize the benefits expected from the proposed Merger;

 

anticipate the uncertainties inherent in the development of new business lines and business strategies;

 

retain and hire necessary employees;

 

increase brand awareness;

 

attract, train and retain effective officers, key employees or directors;

 

upgrade and maintain information technology systems;

 

acquire and protect intellectual property;

 

meet future liquidity requirements and comply with restrictive covenants related to long-term indebtedness;

 

effectively respond to general economic and business conditions;

 

maintain Founder’s listing on Nasdaq or an inability to have New Rubicon’s securities following the consummation of the Business Combination listed on NYSE or another national securities exchange;

 

obtain additional capital, including use of the debt market;

 

enhance future operating and financial results;

 

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anticipate rapid technological changes;

 

comply with laws and regulations applicable to its business, including laws and regulations related to data privacy and insurance operations;

 

stay abreast of modified or new laws and regulations applying to its business;

 

anticipate the impact of, and respond to, new accounting standards;

 

respond to fluctuations in foreign currency exchange rates and political unrest and regulatory changes in international markets from various events;

 

anticipate the rise in interest rates which would increase the cost of capital;

 

anticipate the significance and timing of contractual obligations;

 

maintain key strategic relationships with partners and distributors;

 

respond to uncertainties associated with product and service development and market acceptance;

 

anticipate the ability of the renewable sector to develop to the size or at the rate it expects;

 

manage to finance operations on an economically viable basis;

 

anticipate the impact of new U.S. federal income tax law, including the impact on deferred tax assets;

 

successfully defend litigation; and

 

successfully deploy the proceeds from the Merger.

 

Forward-looking statements are not guarantees of performance and speak only as of the date hereof. The forward-looking statements are based on the current and reasonable expectations of the management of Founder and Rubicon, as applicable, but are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statements. There can be no assurance that future developments will be those that have been anticipated or that we will achieve or realize these plans, intentions or expectations. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. You should understand that the following important factors, in addition to those factors described in the sections titled “Risk Factors,” “Proposal 1 — The Business Combination Proposal — Certain Rubicon Projected Financial Information” and elsewhere in this proxy statement/consent solicitation statement/prospectus, could affect the future results of Founder and Rubicon prior to the Business Combination, and New Rubicon following the Business Combination, and could cause those results or other outcomes to differ materially from those expressed or implied in the forward-looking statements in this proxy statement/consent solicitation statement/prospectus:

 

any delay in the closing of the Merger;

 

risks related to disruption of management’s time from ongoing business operations due to the proposed transactions;

 

litigation, complaints, product liability claims and/or adverse publicity;

 

the impact of changes in consumer spending patterns, consumer preferences, local, regional and national economic conditions, crime, weather, demographic trends and employee availability;

 

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increases and/or decreases in utility and other energy costs;

 

increased costs related to utility or governmental requirements;

 

privacy and data protection laws, privacy or data breaches, or the loss of data;

 

the impact of the COVID-19 pandemic and its effect on the business and financial condition of Rubicon; and

 

those factors set forth in documents of Founder filed, or to be filed, with the SEC.

 

These and other factors that could cause actual results to differ from those implied by the forward-looking statements in this proxy statement/consent solicitation statement/prospectus are more fully described under the heading “Risk Factors” and elsewhere in this proxy statement/consent solicitation statement/prospectus. The risks described under the heading “Risk Factors” are not exhaustive. Other sections of this proxy statement/consent solicitation statement/prospectus describe additional factors that could adversely affect the business, financial condition or results of operations of Founder and Rubicon prior to the Business Combination, and New Rubicon following the Business Combination. New risk factors emerge from time to time and it is not possible to predict all such risk factors, nor can Founder or Rubicon assess the impact of all such risk factors on the business of Founder and Rubicon prior to the Business Combination, and New Rubicon following the Business Combination, or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements attributable to Founder or Rubicon or persons acting on their behalf are expressly qualified in their entirety by the foregoing cautionary statements. Founder and Rubicon prior to the Business Combination, and New Rubicon following the Business Combination, undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

 

In addition, statements of belief and similar statements reflect the reasonable beliefs and opinions of Founder or Rubicon, as applicable, on the relevant subject. These statements are based upon information available to Founder or Rubicon, as applicable, as of the date of this proxy statement/consent solicitation statement/prospectus, and while such party believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and statements should not be read to indicate that Founder or Rubicon, as applicable, has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, involve risks and are subject to change based on various factors, including those discussed under the headings “Risk Factors,” “Proposal 1 — The Business Combination Proposal — Certain Rubicon Projected Financial Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Rubicon” in this proxy statement/consent solicitation statement/prospectus.

 

All subsequent written and oral forward-looking statements concerning the Business Combination or other matters addressed in this proxy statement/consent solicitation statement/prospectus and attributable to Founder, Rubicon or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this proxy statement/consent solicitation statement/prospectus. Except to the extent required by applicable law or regulation, Founder and Rubicon undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement/consent solicitation statement/prospectus or to reflect the occurrence of unanticipated events.

 

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QUESTIONS AND ANSWERS

 

The following are answers to certain questions that you may have regarding the Merger, the Meeting and the Rubicon consent solicitation. We urge you to read carefully the remainder of this proxy statement/consent solicitation statement/prospectus because the information in this section may not provide all the information that might be important to you in determining how to vote. Additional important information is also contained in the annexes to this proxy statement/consent solicitation statement/prospectus.

 

QUESTIONS AND ANSWERS ABOUT THE MERGER AND FOUNDER’S EXTRAORDINARY GENERAL MEETING

 

Q:What is the purpose of this document?

 

A:Founder, Merger Sub, and Rubicon have agreed to consummate the Business Combination under the terms of the Merger Agreement, which is attached to this proxy statement/consent solicitation statement/prospectus as Annex A and incorporated into this proxy statement/consent solicitation statement/prospectus by reference. The Board is soliciting your proxy to vote for the Business Combination and other Proposals at the Meeting because you owned Founder Ordinary Shares at the close of business on           , 2022, the “Record Date” for the Meeting, and are therefore entitled to vote at the Meeting. This proxy statement/consent solicitation statement/prospectus summarizes the information that you need to know in order to cast your vote.

 

Q:What is being voted on?

 

A:Below are the proposals that Founder’s shareholders are being asked to vote on:

 

1.Proposal 1 — The Business Combination Proposal. To consider and vote upon a proposal to approve by ordinary resolution the transactions contemplated under the Merger Agreement.

 

2.Proposal 2 — The Domestication Proposal. To consider and vote upon a proposal to approve by special resolution the Domestication.

 

3.Proposal 3 — The Charter Proposal. To consider and vote upon a proposal to approve by special resolution the certificate of incorporation of Founder in connection with the Domestication (the “Proposed Charter”).

 

4.Proposals 4A-4H — The Governance Proposals. To approve and adopt, on a non-binding advisory basis and by ordinary resolution, certain governance provisions set forth in the Proposed Charter, which are being separately presented in accordance with the requirements of the SEC.

 

a.Proposal 4A: A proposal to amend the Memorandum and Articles of Association to authorize the change in the authorized capital stock of Founder from (i) 479,000,000 Founder Class A Shares, 20,000,000 Founder Class B Shares and 1,000,000 preference shares, par value $0.0001 per share, of Founder to (ii)            shares of Domestication Class A Common Stock,            shares of Domestication Class V Common Stock and 5,000,000 shares of New Rubicon preferred stock, par value $0.0001 per share.

 

b.Proposal 4B: A proposal to amend the Memorandum and Articles of Association to authorize adopting Delaware as the exclusive forum for certain stockholder litigation.

 

c.Proposal 4C: A proposal to amend the Memorandum and Articles of Association to authorize adopting Section 203 of the Delaware General Corporate Law to prevent certain takeovers by interested stockholders.

 

d.Proposal 4D: A proposal to amend the Memorandum and Articles of Association to require at least two-thirds of the voting power of the stock outstanding and entitled to vote thereon, voting together as a single class, to adopt, amend or repeal, or adopt any provision inconsistent with. Articles V (the provisions regarding the size of the New Rubicon Board of Directors, the classification of the New Rubicon Board of Directors, the filling of vacancies and the election and removal of directors), VI (the provisions regarding stockholder actions without a meeting and who can call special meetings of stockholders), IX (the provisions regarding requirements to amend the Proposed Organizational Documents by the New Rubicon Board of Directors or by stockholders), and X (the provisions regarding the limited liability of directors of New Rubicon) of the Proposed Charter or any provision of the Proposed Bylaws.

 

e.Proposal 4E: A proposal to amend the Memorandum and Articles of Association to approve provisions permitting the removal of a director only for cause and only by the affirmative vote of not less than two-thirds of the outstanding shares entitled to vote at an election of directors, voting together as a single class.

 

f.Proposal 4F: A proposal to amend the Memorandum and Articles of Association to approve provisions requiring stockholders to take action at an annual or special meeting and prohibiting stockholder action by written consent in lieu of a meeting.

 

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g.Proposal 4G: A proposal to amend the Memorandum and Articles of Association to adopt a waiver of corporate opportunities for its non-employee directors.

 

h.Proposal 4H: A proposal to amend the Memorandum and Articles of Association to authorize (1) changing the corporate name from “Founder SPAC” to “Rubicon Technologies, Inc.”, (2) making New Rubicon’s corporate existence perpetual, and (3) removing certain provisions related to Founder’s status as a blank check company that will no longer be applicable upon consummation of the Business Combination.

 

5.Proposal 5 — The Directors Proposal. To consider and vote upon a proposal to elect by ordinary resolution, effective as of the consummation of the Business Combination, Osman Ahmed, Jack Selby, Ambassador Dobriansky, Barry Caldwell, and Brent Callinicos, to serve on the Board until their respective successors are duly elected and qualified. Pursuant to the Memorandum and Articles of Association, only holders of Founder Class B Shares may vote on the Directors Proposal.

 

6.Proposal 6 — The Share Plan Proposal. To consider and vote upon a proposal to approve by ordinary resolution the Incentive Award Plan.

 

7.Proposal 7 — The Nasdaq Proposal. To consider and vote upon a proposal to approve by ordinary resolution the issuance of more than 20% of the issued and outstanding Founder Ordinary Shares in connection with the Business Combination, as required by Nasdaq Listing Rule 5635(a) and (b).

 

8.Proposal 8 — The Adjournment Proposal. To consider and vote upon a proposal to approve by ordinary resolution the adjournment of the Meeting.

 

Q:What vote is required to approve the Proposals?

 

A:Approval of each of the Business Combination Proposal, the Governance Proposals, the Nasdaq Proposal, the Directors Proposal, the Stock Plan Proposal and the Adjournment Proposal will require an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued and outstanding Founder Ordinary Shares present in person or represented by proxy at the Meeting or any adjournment thereof and entitled to vote on such matter. Pursuant to the Memorandum and Articles of Association, only holders of Founder Class B Shares may vote on the Directors Proposal.

 

Approval of each of the Domestication Proposal and the Charter Proposal will require a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued and outstanding Founder Ordinary Shares present in person or represented by proxy at the Meeting or any adjournment thereof and entitled to vote on such matter.

 

Under Cayman Islands law, abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Meeting, and accordingly will have no effect on any of the Proposals.

 

Q:Are any of the Proposals conditioned on one another?

 

A:The Business Combination Proposal, the Domestication Proposal, the Charter Proposal and the Nasdaq Proposal are each cross-conditioned on the approval of each other. The Governance Proposals and the Adjournment Proposal are not conditioned upon the approval of any other proposal set forth in this proxy statement/consent solicitation statement/prospectus. Each of the Directors Proposal and the Share Plan Proposal is conditioned on the approval of the Cross-Conditioned Proposals. If Founder does not consummate the Business Combination and fails to complete an initial business combination by January 19, 2023 (or April 19, 2023 if extended pursuant to the Memorandum and Articles of Association), Founder will be required to dissolve and liquidate, unless we seek shareholder approval to amend our Memorandum and Articles of Association to extend the date by which an initial business combination may be consummated.

 

Q:What will happen in the Business Combination?

 

A:At the closing of the Business Combination, Merger Sub will merge with and into Rubicon, with Rubicon surviving such merger, followed by a series of sequential two-step mergers among the Blocker Merger Subs, Blocker Companies, and New Rubicon, such that (x) each Blocker Merger Sub will merge with and into its corresponding Blocker Company, with the Blocker Company surviving as a wholly owned subsidiary of New Rubicon, following which (y) the surviving Blocker Company will merge with and into New Rubicon, with New Rubicon surviving the merger (together the “Blocker Mergers”) as necessary to effectuate the UP-C structure, in which substantially all of the assets and business of New Rubicon will be held by Rubicon. Upon consummation of the Business Combination, Rubicon will become a wholly-owned subsidiary of New Rubicon. In connection with the Business Combination, the cash held in the Trust Account, after giving effect to any redemption of shares by Founder’s public shareholders and the proceeds from the PIPE Investment, will be used to pay certain fees and expenses in connection with the Business Combination and for working capital and general corporate purposes. A copy of the Merger Agreement is attached to this proxy statement/consent solicitation statement/prospectus as Annex A.

 

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Q:How will the Initial Shareholders vote?

 

A:

Pursuant to a letter agreement, the Initial Shareholders agreed to vote their respective Founder Class B Shares acquired by them prior to the IPO and any Founder Class A Shares purchased by them in the open market after the IPO in favor of the Business Combination Proposal and related proposals (“Letter Agreement”). In addition, in connection with the execution of the Merger Agreement, the Initial Shareholders entered into the Sponsor Agreement with Rubicon pursuant to which they agreed to vote all Founder Ordinary Shares beneficially owned by them in favor of the proposals set forth in this proxy statement/consent solicitation statement/prospectus (the “Sponsor Agreement”). As of           , 2022, a total of 7,906,250 Founder Ordinary Shares or approximately 20% of the outstanding Founder Ordinary Shares were subject to the Letter Agreement and the Sponsor Agreement. As a result, only 11,859,376 Founder Class A Shares held by the public shareholders will need to be present in person by attendance or by proxy to satisfy the quorum requirement for the Meeting. In addition, as the vote to approve the Business Combination Proposal is a majority of the then outstanding Founder Ordinary Shares present and entitled to vote at the Meeting, assuming only the minimum number of Founder Ordinary Shares to constitute a quorum is present, only 1,976,564 Founder Class A Shares, or approximately 6.3% of the outstanding Founder Class A Shares held by the public shareholders, must vote in favor of the Business Combination Proposal for it to be approved.

 

Q:How many votes do I and others have?

 

A:

You are entitled to one vote for each Founder Ordinary Share that you held as of the Record Date. As of the close of business on the Record Date, there were 39,531,250 outstanding Founder Ordinary Shares.

 

Pursuant to the Memorandum and Articles of Association, only holders of Founder Class B Shares are entitled to vote on the Directors Proposal. As of the close of business on the Record Date, there were 7,906,250 outstanding Founder Class B Shares.

 

Q:Are Rubicon’s interest holders required to approve the Business Combination?

 

A:Yes. Rubicon’s interest holders are required to approve the Merger Agreement and the consummation of the Business Combination. In connection with the execution of the Merger Agreement, certain Rubicon interest holders, holding approximately (i) 89.2% of the Legacy Rubicon Units and (ii) 87.5% of the Legacy Rubicon Preferred Units, representing the requisite voting power of Rubicon’s interest holders to approve the Merger Agreement and the consummation of the Business Combination, entered into a Support Agreement, dated December 15, 2021, with Founder, whereby such holders agreed to vote to approve the Merger Agreement and the consummation of the Business Combination (the “Support Agreement”).

 

Q:What is the consideration being paid to Rubicon security holders?

 

A:

The aggregate value of the securities consideration to be issued to the holders of Rubicon Interests at the Closing pursuant to the Mergers, as applicable (the “Merger Consideration”), shall be an amount equal to $1.5 billion minus (a) the Excess Cash Bonuses, (b) the total amount of the Management Rollover Consideration, and (c) the total amount of the Phantom Unit Consideration. Rubicon Interests outstanding as of immediately prior to the Merger will automatically be recapitalized into Class A Units and Class B Units of Rubicon as authorized by the A&R LLCA that will be adopted at the time of the Merger. Following the Blocker Mergers, (i) Rubicon Continuing Unitholders will be issued Class B Units in Rubicon, (ii) Rubicon Continuing Unitholders will be issued a number of shares of Domestication Class V Common Stock equal to the number of Class B Units of Rubicon issued to the Rubicon Continuing Unitholders, and (iii) Blocked Unitholders will be issued shares of Domestication Class A Common Stock (as a result of the Blocker Mergers). In addition, Rubicon Continuing Unitholders and Rubicon Blocked Unitholders will have a right to receive payments under the Tax Receivable Agreement.

 

Concurrent with the issuance of Merger Consideration, (i) Rubicon Phantom Unitholders will be entitled to receive an aggregate of 1,510,424 restricted shares of Domestication Class A Common Stock (“Phantom Unit Consideration”) and (ii) Rubicon Management Rollover Holders will be entitled to receive an aggregate of 8,325,594 restricted shares of Domestication Class A Common Stock (the “Management Rollover Consideration”), in each case, to be issued by New Rubicon as soon as reasonably practicable after the adoption and effectiveness of the Incentive Award Plan and the filing of an effective registration statement on Form S-8. The Management Rollover Consideration and Phantom Unit Consideration will vest upon the six (6) month anniversary of the Closing Date.

 

In addition to the securities issuable in connection with the Mergers, certain of the Rubicon Management Rollover Holders will be entitled to receive one-time cash payments in an aggregate amount not to exceed $35.0 million. Any cash transaction bonuses in excess of $17.5 million in the aggregate (the “Excess Cash Bonuses”) will reduce the Merger Consideration on a dollar-for-dollar basis.

 

Assuming there are no adjustments to the Merger Consideration issuable at Closing as a result of Excess Cash Bonuses (other than as set forth in the No Redemption Scenario and Maximum Redemption Scenario), it is expected that (i) Blocked Unitholders immediately before the Closing will also be entitled to receive a pro rata portion of 1,494,811 shares of Domestication Class A Common Stock (“Earn-Out Class A Shares”), and (ii) Rubicon Continuing Unitholders immediately before the Closing will also be entitled to receive a pro rata portion of 8,894,549 Class B Units of Rubicon (“Earn-Out Units”) and an equivalent number of shares of Domestication Class V Common Stock (“Earn-Out Class V Shares”, together with Earn-Out Class A Shares and Earn-Out Units, “Earn-Out Interests”), in each case, depending upon the performance of Domestication Class A Common Stock during the five (5) year period after the Closing.

 

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Q:Will I experience dilution as a result of the Business Combination?

 

A:Assuming a No Redemption Scenario, it is anticipated that (a) Founder’s public shareholders will retain an aggregate Voting Power and Implied Ownership of approximately 16.7% of New Rubicon, (b) the PIPE Investors will have an aggregate Voting Power and Implied Ownership of approximately 5.9% of New Rubicon, (c) the Initial Shareholders will retain an aggregate Voting Power and Implied Ownership of approximately 4.2% of New Rubicon, and (d) Blocked Unitholders and Rubicon Continuing Unitholders will have an aggregate Voting Power and Implied Ownership of approximately 73.2% of New Rubicon.

 

Assuming a Maximum Redemption Scenario, it is anticipated that (a) Founder’s public shareholders will retain an aggregate Voting Power and Implied Ownership of approximately 0.3% of New Rubicon, (b) the PIPE Investors will have an aggregate Voting Power and Implied Ownership of approximately 7.0% of New Rubicon, (c) the Initial Shareholders will retain an aggregate Voting Power and Implied Ownership of approximately 5.0% of New Rubicon, and (d) Blocked Unitholders and Rubicon Continuing Unitholders will have an aggregate Voting Power and Implied Ownership of approximately 87.7% of New Rubicon.

 

If the actual facts are different from the assumptions underlying the No Redemption Scenario and Maximum Redemption Scenario (which they are likely to be), the Voting Power and Implied Ownership of New Rubicon’s stockholders will be different. For more information regarding post-Business Combination ownership and control, including the effects of various redemption scenarios and potential sources of dilution, see the section titled “Voting Power and Implied Ownership of New Rubicon Upon Consummation of the Business Combination.

 

Q:Do any of Founder’s directors or officers have interests that may conflict with my interests with respect to the Business Combination?

 

A:In considering the recommendation of the Board to approve the Merger Agreement, Founder’s public shareholders should be aware that certain Founder executive officers and directors may be deemed to have interests in the Business Combination that are different from, or in addition to, those of Founder’s public shareholders generally. These interests, which may create actual or potential conflicts of interest, are, to the extent material, described in the section entitled “Proposal 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination — Founder.

 

Q:Are there any arrangements to help ensure that Founder will have sufficient funds, together with the proceeds in its Trust Account, to fund the consideration?

 

A:

Yes. Founder entered into subscription agreements, dated as of December 15, 2021, with the PIPE Investors pursuant to which, among other things, Founder agreed to issue and sell, in a private placement to close immediately prior to the Closing, an aggregate of 11,100,000 shares of Domestication Class A Common Stock for $10.00 per share, for a total of $111,000,000. To the extent not utilized to consummate the Business Combination, the proceeds from the Trust Account will be used for general corporate purposes, including, but not limited to, working capital for operations, capital expenditures and future acquisitions. Founder will agree that it (or its successor) will file with the SEC a registration statement registering the resale of the shares purchased in the PIPE Investment and use its commercially reasonable efforts to have such registration statement declared effective as soon as practicable.

 

Q:What amendments will be made to the Memorandum and Articles of Association?

 

A:

The consummation of the Business Combination is conditioned, among other things, on the Domestication. Accordingly, in addition to voting on the Business Combination, Founder’s public shareholders are also being asked to consider and vote upon a proposal to approve the Domestication and replace the Memorandum and Articles of Association, in each case, under the Cayman Islands Companies Act, with the Proposed Charter and Proposed Bylaws, in each case, under the DGCL, which differ materially from the Memorandum and Articles of Association. A table summarizing the material differences between the Memorandum and Articles of Association and the Proposed Charter and Proposed Bylaws is found in the section entitled “Comparison of Stockholders’ Rights” and further described in “Proposal 3 — The Charter Proposal” and “Proposals 4A-4H — The Governance Proposals.

 

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Q:How will the Domestication affect my Founder Ordinary Shares, Founder Public Warrants, Founder Private Placement Warrants and Founder Units?

 

A:As a result of and upon the effective time of the Domestication, among other things, (1) each then issued and outstanding Founder Class A Share will convert automatically, on a one-for-one basis, into a share of Domestication Class A Common Stock; (2) each then issued and outstanding Founder Class B Share will convert automatically, on a one-for-one basis, into a share Domestication Class A Common Stock; (3) each then issued and outstanding Founder Public Warrant will represent a right to acquire one share of Domestication Class A Common Stock (the “Domestication Public Warrants”), on the terms and conditions set forth in the warrant agreement, dated October 14, 2021, between Founder and Continental, as warrant agent (the “Warrant Agreement”); (4) each then issued and outstanding Founder Private Placement Warrant will represent a right to acquire one share of Domestication Class A Common Stock (the “Domestication Private Warrants”), on the terms and conditions set forth in the Warrant Agreement; and (5) each then issued and outstanding Founder Unit that has not been previously separated into the underlying Founder Class A Shares and Founder Public Warrants will be separated and will entitle the holder thereof to one share of Domestication Class A Common Stock and one-half of one Domestication Public Warrant. No fractional Domestication Public Warrants will be issued when Founder Units are separated.

 

Currently, Founder Units, Founder Class A Shares and Founder Public Warrants are listed on Nasdaq under the symbols, “FOUNU”, “FOUN” and “FOUNW”, respectively. In connection with the Business Combination, New Rubicon intends to list the Domestication Class A Common Stock and Domestication Public Warrants on NYSE under the symbols “RBT” and “RBT WS”.

 

Q:How do the Founder Public Warrants differ from the Founder Private Placement Warrants and what are the related risks for any holders of Domestication Public Warrants following the Business Combination?

 

A:The Founder Private Placement Warrants are (and the Domestication Private Warrants will be) identical to the Founder Public Warrants and Domestication Public Warrants, as applicable, in all material respects, except that the Founder Private Placement Warrants/Domestication Private Warrants and the Founder Class A Shares/Domestication Class A Common Stock issuable upon the exercise of the Founder Private Placement Warrants/Domestication Private Warrants will not be transferable, assignable or saleable until 30 days after the completion of a business combination, subject to certain limited exceptions. Additionally, the Founder Private Placement Warrants/Domestication Private Warrants will be exercisable on a cashless basis and will not be redeemable by Founder/New Rubicon (except as described in the notes to Founder’s financial statements included elsewhere in this proxy statement/consent solicitation statement/prospectus) so long as they are held by the initial purchasers or their permitted transferees. If the Founder Private Placement Warrants/Domestication Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Founder Private Placement Warrants/Domestication Private Warrants will be redeemable by Founder/New Rubicon and exercisable by such holders on the same basis as the Founder Public Warrants/Domestication Public Warrants.

 

Following the Business Combination, New Rubicon may redeem the Domestication Public Warrants prior to their exercise at a time that is disadvantageous to the holder, thereby significantly impairing the value of such warrants. New Rubicon will have the ability to redeem outstanding Domestication Public Warrants upon not less than 30 days’ prior written notice of redemption to each warrant holder at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the closing price of the Domestication Class A Common Stock for any 20 trading days within a 30 trading day period ending on the third trading day prior to the date on which a notice of redemption is sent to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like). New Rubicon will not redeem the warrants as described above unless a registration statement under the Securities Act covering the Domestication Class A Common Stock issuable upon exercise of such warrants is effective and a current prospectus relating to that Domestication Class A Common Stock is available throughout the 30-day redemption period. If and when the Domestication Public Warrants become redeemable by New Rubicon, it may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding Domestication Public Warrants could force the holders of Domestication Public Warrants (i) to exercise their Domestication Public Warrants and pay the exercise price therefore at a time when it may be disadvantageous for such holders to do so, (ii) to sell their Domestication Public Warrants at the then-current market price when they might otherwise wish to hold their Domestication Public Warrants, or (iii) to accept the nominal redemption price which, at the time the outstanding Domestication Public Warrants are called for redemption, is likely to be substantially less than the market value of the Domestication Public Warrants.

 

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New Rubicon may only call the Domestication Public Warrants for redemption upon a minimum of 30 days’ prior written notice of redemption to each holder, provided that holders will be able to exercise their Domestication Public Warrants prior to the time of redemption and, at New Rubicon’s election, any such exercise may be required to be on a cashless basis. As required by the terms of the Warrant Agreement, notice of redemption will be mailed by first class mail, postage prepaid, by New Rubicon to the registered holders of the redeemable warrants to be redeemed at their last addresses as they appear on the registration books of New Rubicon. (The Warrant Agreement provides that any notice mailed in the foregoing manner will be conclusively presumed to have been duly given whether or not the registered holder received such notice.) In addition, beneficial owners of the redeemable warrants will be notified of such redemption via New Rubicon’s posting of the redemption notice to DTC. Recent trading prices for the Founder Class A Shares have not exceeded the $18.00 per share threshold at which the Founder Public Warrants would become redeemable.

 

Q:What are the material differences, if any, in the terms and price of securities issued at the time of the IPO as compared to the securities that will be issued a part of the PIPE Investment at the closing of the Business Combination? Will Sponsor or any of its directors, officers or affiliates invest in the PIPE Investment?

 

A:

The Founder Units issued at the time of the IPO consisted of one Founder Class A Share and one-half of one Founder Public Warrant, at an offering price of $10.00 per unit. Founder entered into Subscription Agreements with certain PIPE Investors, whereby the PIPE Investors agreed to subscribe for and purchase, and Founder agreed to issue and sell to such PIPE Investors, prior to or substantially concurrently with the Closing, $111,000,000 of Domestication Class A Common Stock at $10.00 per share. The closing of the PIPE Investment is contingent upon, among other things, the substantially concurrent consummation of the Closing. The Subscription Agreements provide for certain customary registration rights with respect to the shares issued thereunder. The Sponsor and its directors, officers and its affiliates will not invest in the PIPE Investment.

 

Q:When and where is the Meeting?

 

A:

The Meeting will take place at _____, on _____, 2022, at _____ a.m. at 800 Capitol Street, Suite 2400, Houston, Texas 77002.

 

Q:Who may vote at the Meeting?

 

A:

Only holders of record of Founder Ordinary Shares as of the close of business on           , 2022 may vote at the Meeting. As of the record date, there were 7,906,250 Founder Ordinary Shares outstanding and entitled to vote. Please see “Founder’s Extraordinary General Meeting — Record Date; Who is Entitled to Vote” for further information.

 

Q:What is the quorum requirement for the Meeting?

 

A:

One or more shareholders who together hold not less than a majority of the issued and outstanding Founder Ordinary Shares entitled to attend and vote at the Meeting being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorized representative or proxy shall be a quorum. Founder Ordinary Shares will be counted for purposes of determining if there is a quorum if the shareholder (i) is present and entitled to vote at the Meeting, or (ii) has properly submitted a proxy card or voting instructions through a broker, bank, or custodian. In the absence of a quorum, shareholders representing a majority of the votes present in person or represented by proxy at such Meeting may adjourn the Meeting until a quorum is present.

 

Q:Am I required to vote against the Business Combination Proposal in order to have my Founder Class A Shares redeemed?

 

A:

No. You are not required to vote against the Business Combination Proposal in order to have the right to demand that Founder redeem your Founder Class A Shares for cash equal to your pro rata share of the aggregate amount then on deposit in the Trust Account (before payment of deferred underwriting commissions and including interest earned on your pro rata portion of the Trust Account, net of taxes payable). These rights to demand redemption of Founder Class A Shares for cash are sometimes referred to herein as “redemption rights”. If the Business Combination is not completed, holders of Founder Class A Shares electing to exercise their redemption rights will not be entitled to receive such payments and their Founder Class A Shares will be returned to them.

 

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Q:How do I exercise my redemption rights?

 

A:If you are a public shareholder and you seek to have your Founder Class A Shares redeemed, you must (i) demand, no later than _____ a.m./p.m., Eastern Time on           , 2022 (at least two business days before the Meeting), that Founder redeem your shares into cash; and (ii) submit your request in writing to Continental, at the address listed at the end of this section and deliver your shares to Continental physically or electronically using The Depository Trust Company’s (“DTC”) DWAC (Deposit/Withdrawal at Custodian) System at least two business days before the Meeting.

 

Any corrected or changed written demand of redemption rights must be received by Continental two business days before the Meeting. No demand for redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) to Continental at least two business days before the Meeting.

 

Public shareholders may seek to have their Founder Class A Shares redeemed regardless of whether they vote for or against the Business Combination and whether or not they are holders of Founder Class A Shares as of the Record Date. Any public shareholder who holds Founder Class A Shares on or before           , 2022 (two business days before the Meeting) will have the right to demand that his, her or its shares be redeemed for a pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid, at the consummation of the Business Combination.

 

The actual per share redemption price will be equal to the aggregate amount then on deposit in the Trust Account (before payment of deferred underwriting commissions and including interest earned on your pro rata portion of the Trust Account, net of taxes payable), divided by the number of Founder Class A Shares. Please see the section titled “Founder’s Extraordinary General Meeting — Redemption Rights” for the procedures to be followed if you wish to redeem your Founder Class A Shares for cash.

 

Q:What are the U.S. federal income tax consequences of exercising my redemption rights?

 

A:In the event that a holder elects to redeem its Founder Class A Shares for cash, the treatment of the transaction for U.S. federal income tax purposes will depend on whether the redemption qualifies as a sale or exchange of the Founder Class A Shares under Section 302 of the Code or is treated as a distribution under Section 301 of the Code. Whether the redemption qualifies as a sale or exchange or is treated as a distribution will depend on the facts and circumstances applicable to each particular holder at the time such holder exercises his, her, or its redemption rights. See “Material U.S. Federal Income Tax Consequences — Certain Material U.S. Federal Income Tax Consequences of Exercising Redemption Rights” for a more detailed discussion of the U.S. federal income tax consequences of a holder electing to redeem its Founder Class A Shares for cash.

 

Q:What do I need to do now?

 

A:You are urged to read carefully and consider the information contained in this proxy statement/consent solicitation statement/prospectus, including the annexes, and to consider how the Business Combination will affect you as a shareholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/consent solicitation statement/prospectus and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

 

Q:How can I vote?

 

A:

If you are a shareholder of record, you may vote in person, online at the virtual Meeting or vote by proxy using the enclosed proxy card, the Internet or telephone. Whether or not you plan to participate in the Meeting, we urge you to vote by proxy to ensure your vote is counted. Even if you have already voted by proxy, you may still attend the Meeting and vote, if you choose.

 

To vote in person, follow the instructions which will be presented to you at 800 Capitol Street, Suite 2400, Houston, Texas 77002. Please have your proxy card handy when you attend in person.

 

To vote online at the virtual Meeting, follow the instructions below under “How may I participate in the virtual Meeting?”

 

To vote using the proxy card, please complete, sign and date the proxy card and return it in the prepaid envelope. If you return your signed proxy card before the Meeting, we will vote your shares as you direct.

 

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To vote via the telephone, you can vote by calling the telephone number on your proxy card. Please have your proxy card handy when you call. Easy-to-follow voice prompts will allow you to vote your shares and confirm that your instructions have been properly recorded.

 

To vote via the Internet, please go to _____ and follow the instructions. Please have your proxy card handy when you go to the website. As with telephone voting, you can confirm that your instructions have been properly recorded.

 

Telephone and Internet voting facilities for shareholders of record will be available 24 hours a day until 11:59 p.m. Eastern Time on           , 2022. After that, telephone and Internet voting will be closed, and if you want to vote your shares, you will either need to ensure that your proxy card is received before the date of the Meeting or attend the virtual Meeting to vote your shares online.

 

If your shares are registered in the name of your broker, bank, or other agent, you are the “beneficial owner” of those shares and those shares are considered as held in “street name.” 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 with these proxy materials from that organization rather than directly from us. Simply complete and mail the proxy card to ensure that your vote is counted. You may be eligible to vote your shares electronically over the Internet or by telephone. A large number of banks and brokerage firms offer Internet and telephone voting. If your bank or brokerage firm does not offer Internet or telephone voting information, please complete, and return your proxy card in the self-addressed, postage-paid envelope provided.

 

If you plan to vote at the virtual Meeting, you will need to contact Continental at the phone number or email below to receive a control number and you must obtain a legal proxy from your broker, bank or other nominee reflecting the number of Founder Ordinary Shares you held as of the Record Date, your name and email address. You must contact Continental for specific instructions on how to receive the control number. Please allow up to 48 hours prior to the Meeting for processing your control number.

 

After obtaining a valid legal proxy from your broker, bank, or other agent, to then register to attend the Meeting, you must submit proof of your legal proxy reflecting the number of your shares along with your name and email address to Continental. Requests for registration should be directed to 917-262-2373 or email proxy@continentalstock.com. Requests for registration must be received no later than            a.m./p.m., Eastern Time, on           , 2022.

 

You will receive a confirmation of your registration by email after we receive your registration materials. We encourage you to access the Meeting prior to the start time leaving ample time for the check-in.

 

Q:How may I participate in the Meeting?

 

A.If you are a shareholder of record as of the Record Date for the Meeting, you should receive a proxy card from Continental containing instructions on how to attend the Meeting, including the URL address along with your control number. You will need your control number for access. If you do not have your control number, contact Continental at 917-262-2373 or email proxy@continentalstock.com.

 

You can pre-register to attend the virtual Meeting starting on           , 2022. Go to http://           , enter the control number found on the proxy card you previously received, as well as your name and email address. Once you pre-register you can vote or enter questions in the chat box. At the start of the Meeting you will need to re-log into http://            using your control number.

 

If your shares are held in street name, and you would like to join and not vote, Continental will issue you a guest control number. Either way, you must contact Continental for specific instructions on how to receive the control number. Please allow up to 48 hours prior to the Meeting for processing your control number.

 

Q:Who can help answer any other questions I might have about the virtual Meeting?

 

A.If you have any questions concerning the virtual Meeting (including accessing the Meeting by virtual means) or need help voting your Founder Ordinary Shares, please contact Continental at 917-262-2373 or email proxy@continentalstock.com.

 

The Notice of Extraordinary General Meeting, proxy statement/consent solicitation statement/prospectus and form of Proxy Card are available at:           .

 

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Q:If my shares are held in “street name” by my bank, brokerage firm or nominee, will they automatically vote my shares for me?

 

A:No. If you are a beneficial owner and you do not provide voting instructions to your broker, bank or other holder of record holding shares for you, your shares will not be voted with respect to any proposal for which your broker does not have discretionary authority to vote. If a proposal is determined to be discretionary, your broker, bank or other holder of record is permitted to vote on the proposal without receiving voting instructions from you. If a proposal is determined to be non-discretionary, your broker, bank or other holder of record is not permitted to vote on the proposal without receiving voting instructions from you. A “broker non-vote” occurs when a bank, broker or other holder of record holding shares for a beneficial owner does not vote on a non-discretionary proposal because the holder of record has not received voting instructions from the beneficial owner.

 

Each of the proposals set forth in this proxy statement/consent solicitation statement/prospectus to be presented at the Meeting is a non-discretionary proposal. Accordingly, if you are a beneficial owner and you do not provide voting instructions to your broker, bank or other holder of record holding shares for you, your shares will not be voted with respect to any of the proposals set forth in this proxy statement/consent solicitation statement/prospectus.

 

Q:What if I abstain from voting or fail to instruct my bank, brokerage firm or nominee?

 

A:Founder will count a properly executed proxy marked “ABSTAIN” with respect to a particular proposal set forth in this proxy statement/consent solicitation statement/prospectus as present for the purposes of determining whether a quorum is present at the Meeting.

 

Q:If I am not going to attend the Meeting, should I return my proxy card instead?

 

A.Yes. Whether you plan to attend the Meeting or not, please read the enclosed proxy statement/consent solicitation statement/prospectus carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

 

Q:How can I submit a proxy?

 

A.You may submit a proxy by (a) visiting _____ and following the on screen instructions (have your proxy card available when you access the webpage), or (b) calling toll-free _____ in the U.S. or _____ from foreign countries from any touch-tone phone and follow the instructions (have your proxy card available when you call), or (c) submitting your proxy card by mail by using the previously provided self-addressed, stamped envelope.

 

Q:Can I change my vote after I have mailed my proxy card?

 

A:Yes. You may change your vote at any time before your proxy is voted at the Meeting. You may revoke your proxy by executing and returning a proxy card dated later than the previous one, or by attending the Meeting in person and casting your vote or by voting again by the telephone or Internet voting options described below, or by submitting a written revocation stating that you would like to revoke your proxy that our proxy solicitor receives prior to the Meeting. If you hold your Founder Ordinary Shares through a bank, brokerage firm or nominee, you should follow the instructions of your bank, brokerage firm or nominee regarding the revocation of proxies. If you are a record holder, you should send any notice of revocation or your completed new proxy card, as the case may be, to:

 

LAUREL HILL ADVISORY GROUP, LLC

2 Robbins Lane, Suite 201
Jericho, NY 11753
Toll Free: (888) 742-1305
Email: Founder@laurelhill.com

 

Unless revoked, a proxy will be voted at the Meeting in accordance with the shareholder’s indicated instructions. In the absence of instructions, proxies will be voted FOR each of the proposals set forth in this proxy statement/consent solicitation statement/prospectus.

 

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Q:What will happen if I return my proxy card without indicating how to vote?

 

A:If you sign and return your proxy card without indicating how to vote on any particular Proposal, the Founder Ordinary Shares represented by your proxy will be voted in favor of each Proposal. Proxy cards that are returned without a signature will not be counted as present at the Meeting and cannot be voted.

 

Q:Should I send in my share certificates now to have my Founder Class A Shares redeemed?

 

A:Founder’s public shareholders who intend to have their Founder Class A Shares redeemed should send their certificates to Continental at least two business days before the Meeting. Please see “Founder’s Extraordinary General Meeting — Redemption Rights” for the procedures to be followed if you wish to redeem your Founder Class A Shares for cash.

 

Q:Who will solicit the proxies and pay the cost of soliciting proxies for the Meeting?

 

A:Founder will pay the cost of soliciting proxies for the Meeting. Founder has engaged Laurel Hill to assist in the solicitation of proxies for the Meeting. Founder has agreed to pay Laurel Hill a fee of $9,500, plus disbursements, and will reimburse Laurel Hill for its reasonable out-of-pocket expenses and indemnify Laurel Hill and its affiliates against certain claims, liabilities, losses, damages, and expenses. Founder will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Founder Ordinary Shares for their expenses in forwarding soliciting materials to beneficial owners of the Founder Ordinary Shares and in obtaining voting instructions from those owners. Our directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

 

Q:What happens if I sell my shares before the Meeting?

 

A:The Record Date for the Meeting is earlier than the date of the Meeting, as well as the date that the Business Combination is expected to be consummated. If you transfer your Founder Ordinary Shares after the Record Date, but before the Meeting, unless the transferee obtains from you a proxy to vote those shares, you would retain your right to vote at the Meeting, but will transfer ownership of the shares and will not hold an interest in Founder after the Business Combination is consummated.

 

Q:When is the Business Combination expected to occur?

 

A:Assuming the requisite regulatory and shareholder approvals are received, Founder expects that the Business Combination will occur as soon as possible following the Meeting.

 

Q:Are there risks associated with the Business Combination that I should consider in deciding how to vote?

 

A:Yes. There are a number of risks related to the Business Combination and other transactions contemplated by the Merger Agreement, that are discussed in this proxy statement/consent solicitation statement/prospectus. Please read with particular care the detailed description of the risks described in the section entitled “Risk Factors.”

 

Q:May I seek statutory appraisal rights or dissenter rights with respect to my shares?

 

A:No. Appraisal rights are not available to holders of Founder Ordinary Shares in connection with the proposed Business Combination. For additional information, see the section titled “Founder’s Extraordinary General Meeting — Appraisal Rights.”

 

Q:What happens if the Business Combination is not consummated?

 

A:If Founder does not consummate an initial business combination by January 19, 2023 (or April 19, 2023 if extended pursuant to the Memorandum and Articles of Association), then pursuant to Article 36 of its current Memorandum and Articles of Association, Founder’s officers must take all actions necessary in accordance with Cayman Law to dissolve and liquidate Founder as soon as reasonably possible. Following dissolution, Founder will no longer exist as a company. In any liquidation, the funds held in the Trust Account, plus any interest earned thereon (net of taxes payable), together with any remaining out-of-trust net assets, will be distributed pro-rata to holders of Founder Ordinary Shares who acquired such shares in the IPO or in the aftermarket. The estimated consideration that each Founder Class A Share would be paid at liquidation would be approximately $10.15 per share for shareholders based on amounts on deposit in the Trust Account as of           , 2022. The closing price of our Founder Class A Shares on           , 2022 was $          . The Initial Shareholders waived the right to any liquidation distribution with respect to any Founder Class B Shares held by them (such waiver entered into in connection with the IPO for which the Initial Shareholders received no additional consideration).

 

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Q:What happens to the funds deposited in the Trust Account following the Business Combination?

 

A:

Following the Closing, holders of Founder Class A Shares exercising redemption rights will receive their per share redemption price out of the funds in the Trust Account. The balance of the funds will be released to Rubicon to fund working capital needs of New Rubicon. As of January 31, 2022, there was approximately $321 million in the Trust Account. Founder estimates that approximately $10.15 per Founder Class A Share will be paid to the public shareholders exercising their redemption rights.

 

Q:Who will manage New Rubicon after the Business Combination?

 

A:As a condition to the closing of the Business Combination, all of the officers and directors of Founder will resign, subject to certain closing conditions. For information on the anticipated directors and management of New Rubicon, see the section titled “Management of New Rubicon After the Business Combination” in this proxy statement/consent solicitation statement/prospectus.

 

Q:Who can help answer my questions?

 

A:If you have questions about the proposals set forth in this proxy statement/consent solicitation statement/prospectus or if you need additional copies of this proxy statement/consent solicitation statement/prospectus or the enclosed proxy card, you should contact Founder’s proxy solicitor at:

 

LAUREL HILL ADVISORY GROUP, LLC

2 Robbins Lane, Suite 201
Jericho, NY 11753
Toll Free: (888) 742-1305
Email: Founder@laurelhill.com

 

You may also obtain additional information about Founder from documents filed with the SEC by following the instructions in the section titled “Where You Can Find More Information.”

 

QUESTIONS AND ANSWERS ABOUT RUBICON’S CONSENT SOLICITATION

 

Q:Who is entitled to give a written consent for Rubicon?

 

A:The holders of record, as of           , 2022, of Common Units of Rubicon (“Legacy Rubicon Common Units”), Series A Units of Rubicon (“Legacy Rubicon Series A Units”), Series B Units of Rubicon (“Legacy Rubicon Series B Units”), Series C Units of Rubicon (“Legacy Rubicon Series C Units”), Series D Units of Rubicon (“Legacy Rubicon Series D Units”), and Series E Units of Rubicon (“Legacy Rubicon Series E Units” and, together with Legacy Rubicon Series A Units, Legacy Rubicon Series B Units, Legacy Rubicon Series C Units and Legacy Rubicon Series D Units, “Legacy Rubicon Preferred Units” and collectively with Legacy Rubicon Common Units, the “Legacy Rubicon Units”).

 

Q:What approval is required by holders of Legacy Rubicon Units to adopt the Merger Agreement?

 

A:Adoption of the Merger Agreement and the transactions contemplated thereby requires the approval of the holders of (i) at least a majority of the outstanding Legacy Rubicon Units entitled to vote, voting together as a single class and (ii) at least two-thirds of the outstanding Legacy Rubicon Preferred Units entitled to vote, voting together as a single class. As a closing condition to the Merger Agreement, Rubicon must deliver written consents adopting the Merger Agreement and approving the Merger; Founder has a right to terminate the Merger Agreement if such consent is not received within one (1) business day prior to the Meeting.

 

Concurrent with the execution of the Merger Agreement, certain holders of Legacy Rubicon Units holding approximately (i) 89.2% of the Legacy Rubicon Units and (ii) 87.5% of the Legacy Rubicon Preferred Units, representing a sufficient number of shares to approve the Merger Agreement entered into the Support Agreement with Founder in connection with the closing of the Business Combination whereby they agreed to vote such securities in favor of the Merger Agreement and the transactions contemplated thereunder. Under the Support Agreement, the supporting holders agreed, among other things, to execute and deliver a written consent within five business days after this proxy statement/consent solicitation statement/prospectus is declared effective by the SEC, adopting the Merger Agreement and the transactions contemplated thereunder.

 

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Q:Do any of Rubicon’s directors or officers have interests in the Merger that may differ from or be in addition to the interests of holders of Legacy Rubicon Units?

 

A:Rubicon’s executive officers and directors may have interests in the Merger that may be different from, or in addition to, the interests of holders of Legacy Rubicon Units generally. The Rubicon board of managers was aware of and considered these interests to the extent such interests existed at the time, among other matters, in approving the Merger Agreement and in recommending that the Merger Agreement be approved by the holders of Legacy Rubicon Units. For more information, see “Proposal 1 — The Business Combination Proposal — The Merger Agreement — Interests of Certain Persons in the Proposed Transaction — Rubicon.”

 

Q:How can I return my written consent?

 

A:If you hold Legacy Rubicon Units and you wish to give your written consent, you must fill out the enclosed written consent, date and sign it, and promptly return it to Rubicon. Once you have completed, dated and signed the written consent, you may deliver it to Rubicon by emailing a .pdf copy to Rubicon’s counsel at Erica.Opitz@chamberlainlaw.com or by mailing it to Chamberlain, Hrdlicka, White, Williams & Aughtry, 191 Peachtree Street N.E., Floor 46, Atlanta, Georgia 30303-1740, Attention: Erica L. Opitz, Esq. Rubicon does not intend to hold a meeting to consider the Merger Agreement, and, unless Rubicon decides to hold a meeting for such purposes, you will be unable to vote in person or virtually by attending a meeting.

 

Q:What is the deadline for returning my written consent?

 

A:The Rubicon board of directors has set 5:00 p.m. Eastern Time, on the fifth day following this proxy statement/consent solicitation statement/prospectus being declared effective by the SEC as the targeted final date for the receipt of written consents (the “target date”). The target date is the date on which Rubicon expects to receive the written consents of the supporting holders under the Support Agreement. Rubicon reserves the right to extend the final date for the receipt of written consents beyond the target date. Any such extension may be made without notice to holders of Legacy Rubicon Units. Once a sufficient number of consents to adopt the Merger Agreement have been received, the consent solicitation will conclude.

 

Q:What voting options do I have with respect to the proposed Merger?

 

A:With respect to the Legacy Rubicon Units that you hold, you may execute a written consent to approve the Merger Agreement. If you fail to execute and return your written consent, or otherwise withhold your written consent, it has the same effect as voting against the Merger Agreement.

 

Q:Are holders of Legacy Rubicon Units entitled to exercise appraisal rights?

 

A:No, holders of Legacy Rubicon Units are not entitled to appraisal rights in connection with the Merger under Delaware law.

 

Q:Should Rubicon equity holders send in their stock certificates now?

 

A:No. Rubicon equity holders SHOULD NOT send in any Legacy Rubicon Unit certificates now. If the Merger Agreement is adopted and the Merger is consummated, transmittal materials, with instructions for their completion, will be provided under separate cover to holders of Legacy Rubicon Units who hold physical certificates and the certificates should be sent at that time in accordance with such instructions. Securities consideration issuable to holders of Legacy Rubicon Units in connection with the Mergers will not be issued until such holders complete and return the requisite transmittal materials along with any certificated Legacy Rubicon Units.

 

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Q:Whom should I contact if I have any questions about the consent solicitation?

 

A:If you have any questions about the Merger or how to return your written consent or letter of transmittal, or if you need additional copies of this proxy statement/consent solicitation statement/prospectus or a replacement written consent or letter of transmittal, you should contact Rubicon via email at elizabeth.montoya@rubicon.com or by mail at Rubicon, 100 W Main Street, Suite 610, Lexington, Kentucky 40507, Attention: Elizabeth Montoya.

 

Q:How do holders of Legacy Rubicon Preferred Units, Legacy Rubicon Common Units, Legacy Rubicon Phantom Units and Legacy Rubicon Incentive Units receive Merger Consideration?

 

A:            will serve as the exchange agent to facilitate the exchange of Legacy Rubicon Preferred Units, Legacy Rubicon Common Units, and Legacy Rubicon Phantom Units for shares of Domestication Class A Common Stock, shares of Domestication Class V Common Stock and Class B Units of Rubicon, in each case, issuable in connection with the consummation of the Business Combination and as set forth in the Merger Agreement.

 

Prior to the effectiveness of this proxy statement/consent solicitation statement/prospectus, each holder of Legacy Rubicon Preferred Units, Legacy Rubicon Common Units, and Legacy Rubicon Phantom Units was mailed a letter of transmittal (“Letter of Transmittal”) with instructions on how to receive the applicable securities issuable as Merger Consideration in connection with the Business Combination. In addition to executing and returning a Letter of Transmittal, each holder will need to deliver, among other things, (i) any certificate it holds representing Legacy Rubicon Preferred Units and Legacy Rubicon Common Units (or an affidavit of lost certificate and indemnity of loss in form and substance reasonably acceptable to Founder), (ii) a properly completed and duly executed IRS Form W-8 or W-9, as applicable, and (iii) such other documents as may be reasonably requested by Continental and Founder, in each case, as set forth in the Letter of Transmittal.

  

If you have any questions regarding the Letter of Transmittal, please contact            at:

 

          

          

          

Attn:           

Email           

Phone:           

 

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SUMMARY OF THE PROXY STATEMENT/CONSENT SOLICITATION STATEMENT/PROSPECTUS

 

This summary highlights selected information from this proxy statement/consent solicitation statement/prospectus but may not contain all of the information that may be important to you. Accordingly, Founder encourages you to read carefully this entire proxy statement/consent solicitation statement/prospectus, including the Merger Agreement attached as Annex A. Please read these documents carefully as they are the legal documents that govern the Business Combination and your rights in the Business Combination.

 

Unless otherwise specified, all share calculations assume no exercise of the redemption rights by Founder’s shareholders.

 

The Parties to the Business Combination

 

Founder

 

Founder was incorporated as an exempted company formed under the laws of the Cayman Islands on April 26, 2021. Founder was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities.

 

On October 19, 2021, Founder consummated its IPO of 31,625,000 Founder Units, including the issuance of 4,125,000 Founder Units as a result of the underwriters’ exercise of their over-allotment option in full. The Founder Units were sold at a price of $10.00 per Founder Unit, generating gross proceeds to the Company of $316,250,000. Simultaneously with the closing of the IPO, Founder consummated the sale of 14,204,375 Founder Private Placement Warrants at a price of $1.00 per Founder Private Placement Warrant in a private placement to the Sponsor and Jefferies, generating gross proceeds of $14,204,375, whereby 12,623,125 Founder Private Placement Warrants were purchased by our Sponsor and 1,581,250 Founder Private Placement Warrants were purchased by Jefferies.

 

The amounts held in the Trust Account may only be used by Founder upon the consummation of a business combination, except that there can be released to Founder, from time to time, any interest earned on the funds in the Trust Account that it may need to pay its tax obligations. The remaining interest earned on the funds in the Trust Account will not be released until the earlier of the completion of a business combination and Founder’s liquidation. Founder executed the Merger Agreement on December 15, 2021 and it must liquidate unless a business combination is consummated by January 19, 2023, the date that is 15 months from the closing of the IPO (or April 19, 2023, the date that is 18 months from the closing of the IPO, if the Combination Period is extended by the full amount of time allowed under the Memorandum and Articles of Association).

 

After deducting the underwriting discounts, offering expenses, and commissions from the IPO (including the over-allotment option) and the sale of the Founder Private Placement Warrants, a total of $320,993,750 was deposited into the Trust Account, and the remaining $2,435,625 of the net proceeds were outside of the Trust Account and made available to be used for business, legal and accounting due diligence on prospective business combinations and continuing general and administrative expenses.

 

As of           , 2022, Founder had cash outside the Trust Account of $____ available for its working capital needs. As of January 31, 2022, there was $321,015,932.27 held in the Trust Account (including $22,182.27 of accrued interest which Founder can withdraw to pay taxes).

 

The Founder Units, Founder Class A Shares and Founder Public Warrants are currently listed on Nasdaq under the symbols “FOUNU,” “FOUN,” and “FOUNW,” respectively. The Founder Units, Founder Class A Shares and Founder Public Warrants commenced trading on Nasdaq separately on or about December 6, 2021. We intend to apply to continue the listing of Domestication Class A Common Stock and Domestication Public Warrants on NYSE under the symbols “RBT” and “RBT WS”.

 

Founder’s principal executive offices are located at 11752 Lake Potomac Drive Potomac, Maryland 20854 and its telephone number is (240) 418-2649.

 

 

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Rubicon

 

Founded in 2008, Rubicon is a digital marketplace for waste and recycling and a global leader in providing cloud-based waste and recycling solutions to businesses and governments. As a digital challenger to status quo waste companies, Rubicon has developed and commercialized proven, cutting-edge solutions that bring transparency and environmental innovation to the waste and recycling industry, enabling customers to make data-driven decisions that can lead to more efficient and effective operations and yield more sustainable outcomes.

 

Underpinning the digital marketplace for waste and recycling services is a cutting-edge, modular, digital platform that powers a modern, digital experience and delivers data-driven insights and transparency for our customers and hauling and recycling partners. Rubicon provides its waste generator customers with a digital marketplace that delivers pricing transparency, self-service capabilities, and a seamless customer experience while helping them achieve their environmental goals. Rubicon enhances its hauling and recycling partners’ economic opportunities by democratizing access to large, national accounts that typically engage suppliers at the corporate level. By providing telematics-based and waste-specific solutions as well as access to group purchasing efficiencies, Rubicon helps large national accounts optimize their businesses. Rubicon helps governments provide more advanced waste and recycling services that allow them to serve their local communities more effectively by digitizing their routing and back-office operations and using Rubicon’s computer vision technology to combat recycling material contamination at the source.

 

Over the past decade, this value proposition has allowed Rubicon to scale its platform considerably. Rubicon’s digital marketplace now services over 8,000 customers, including numerous large, blue-chip customers such as Apple, Dollar General, Starbucks, Walmart, Chipotle, and FedEx, and encompasses over 8,000 hauling and recycling partners across North America. Rubicon has also deployed its technology in over 70 municipalities within the United States and operates in 20 countries. Furthermore, Rubicon has secured a robust portfolio of intellectual property, having been awarded more than 50 patents, with over 70 pending, and 20 trademarks.

 

For more information on Rubicon, please see the sections titled “Information about Rubicon” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Rubicon.”

 

Merger Sub

 

Merger Sub is a wholly-owned subsidiary of Founder formed to consummate the Business Combination. Following the consummation of the Business Combination, Merger Sub will have merged with and into Rubicon, with Rubicon surviving the Merger as a wholly-owned subsidiary of Founder.

 

The Merger Agreement

 

On December 15, 2021, Founder, Merger Sub, Rubicon, the Blocker Merger Subs and the Blocker Companies entered into the Merger Agreement, pursuant to which, among other things, (i) at or prior to the Closing, Founder will transfer by way of continuation from the Cayman Islands to the State of Delaware and will domesticate (the “Domestication”) as a Delaware corporation in accordance with Section 388 of the DGCL and Part XII of the Cayman Islands Companies Act (As Revised), changing its name to Rubicon Technologies, Inc. (“New Rubicon”), (ii) following the Domestication, a business combination between Founder and Rubicon will be effected through the merger of Merger Sub with and into Rubicon (the “Merger”), with Rubicon surviving the Merger, whereby Rubicon’s Current LLC Agreement will be amended and restated substantially in the form attached hereto as Annex D (the “A&R LLCA”), and (iii) immediately following the effectiveness of the A&R LLCA, parties to the Merger Agreement will effectuate the Blocker Mergers (together with the Merger, the “Mergers”). Upon consummation of the transactions contemplated by the Merger Agreement, the combined company will be organized in an “UP-Cstructure, in which substantially all of the assets and business of the combined company will be held by Rubicon. The Founder Board has (i) approved and declared advisable the Merger Agreement and the transactions contemplated thereby and (ii) resolved to recommend approval of the Merger Agreement and the proposals set forth in this proxy statement/consent solicitation statement/prospectus by Founder’s shareholders.

 

 

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Merger Consideration

 

The aggregate value of the securities consideration to be issued to the holders of Rubicon Interests at the Closing pursuant to the Mergers, as applicable (the “Merger Consideration”), shall be an amount equal to $1.5 billion minus (a) the Excess Cash Bonuses, (b) the total amount of the Management Rollover Consideration, and (c) the total amount of the Phantom Unit Consideration. Rubicon Interests outstanding as of immediately prior to the Merger will automatically be recapitalized into Class A Units and Class B Units of Rubicon as authorized by the A&R LLCA that will be adopted at the time of the Merger. Following the Blocker Mergers, (i) Rubicon Continuing Unitholders will be issued Class B Units in Rubicon, (ii) Rubicon Continuing Unitholders will be issued a number of shares of Domestication Class V Common Stock equal to the number of Class B Units of Rubicon issued to the Rubicon Continuing Unitholders, and (iii) Blocked Unitholders will be issued shares of Domestication Class A Common Stock (as a result of the Blocker Mergers). In addition, Rubicon Continuing Unitholders and Rubicon Blocked Unitholders will have a right to receive payments under the Tax Receivable Agreement.

 

Concurrent with the issuance of Merger Consideration, (i) Rubicon Phantom Unitholders will be entitled to receive an aggregate of 1,510,424 restricted shares of Domestication Class A Common Stock (“Phantom Unit Consideration”) and (ii) Rubicon Management Rollover Holders will be entitled to receive an aggregate of 8,325,594 restricted shares of Domestication Class A Common Stock (the “Management Rollover Consideration”), in each case, to be issued by New Rubicon as soon as reasonably practicable after the adoption and effectiveness of the Incentive Award Plan and the filing of an effective registration statement on Form S-8. The Management Rollover Consideration and Phantom Unit Consideration will vest upon the six (6) month anniversary of the Closing Date.

 

In addition to the securities issuable in connection with the Mergers, certain of the Rubicon Management Rollover Holders will be entitled to receive one-time cash payments in an aggregate amount not to exceed $35.0 million. Any cash transaction bonuses in excess of $17.5 million in the aggregate (the “Excess Cash Bonuses”) will reduce the Merger Consideration on a dollar-for-dollar basis.

 

Earn-Out Consideration

 

Holders of Rubicon Interests (but not Rubicon Phantom Unitholders and Rubicon Management Rollover Holders) immediately before the Closing will also be entitled to receive a pro rata portion of the Earn-Out Interests, depending upon the performance of Domestication Class A Common Stock during the five (5) year period after the Closing. For additional information regarding the Earn-Out Interests, please see the section entitled “Proposal 1 — The Business Combination Proposal — The Merger Agreement — Earn-Out Consideration.

 

Certain Related Agreements

 

In connection with the Merger Agreement, certain additional agreements were entered into concurrently with the execution of the Merger Agreement and certain additional agreements will be entered into in connection with the consummation of the Business Combination, which we refer to as the “Related Agreements.” The Related Agreements include the Subscription Agreements, Sponsor Agreement, Support Agreement, Lock-Up Agreements, A&R Registration Rights Agreement, Tax Receivable Agreement, and A&R LLCA. For more information regarding each Related Agreement, see the section entitled “Proposal 1 — The Business Combination Proposal — Certain Related Agreements.” Founder’s public shareholders and other interested parties are urged to read such Related Agreements in their entirety prior to voting on the proposals set forth in this proxy statement/consent solicitation statement/prospectus.

 

Management

 

Pursuant to the Merger Agreement, the board of managers of Rubicon will nominate seven of the nine initial directors of New Rubicon and Founder will nominate two of the initial directors of New Rubicon, in each case as set forth in this proxy statement/consent solicitation statement/prospectus. For a description the directors and management team of New Rubicon following the Business Combination, see the section titled “Management of New Rubicon After the Business Combination” for additional information.

  

 

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Voting Securities

 

As of the Record Date, there were 39,531,250 Founder Ordinary Shares issued and outstanding. Only holders of Founder Ordinary Shares of record as of the close of business on           , 2022 are entitled to vote at the Meeting or any adjournment thereof.

 

Approval of each of the Business Combination Proposal, the Governance Proposals, the Nasdaq Proposal, the Directors Proposal, the Stock Plan Proposal and the Adjournment Proposal will require an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued and outstanding Founder Ordinary Shares present in person or represented by proxy at the Meeting or any adjournment thereof and entitled to vote on such matter. Pursuant to the Memorandum and Articles of Association, only holders of Founder Class B Shares may vote on the Directors Proposal.

 

Approval of each of the Domestication Proposal and the Charter Proposal will require a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued and outstanding Founder Ordinary Shares present in person or represented by proxy at the Meeting or any adjournment thereof and entitled to vote on such matter.

 

Under Cayman Islands law, abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Meeting, and accordingly will have no effect on any of the Proposals.

 

With respect to the Business Combination, pursuant to the Letter Agreement and the Sponsor Agreement, the Initial Shareholders holding an aggregate of 7,906,250 Founder Class B Shares (or 20% of the outstanding Founder Ordinary Shares) have agreed to vote their respective shares in favor of each of the proposals set forth in this proxy statement/consent solicitation statement/prospectus. As a result, only 11,859,376 Founder Class A Shares held by the public shareholders will need to be present in person by attendance or by proxy to satisfy the quorum requirement for the Meeting. In addition, as the vote to approve the Business Combination Proposal is a majority of the then outstanding Founder Ordinary Shares present and entitled to vote at the Meeting, assuming only the minimum number of Founder Ordinary Shares to constitute a quorum is present, only 1,976,564 Founder Class A Shares or approximately 6.3% of the outstanding Founder Class A Shares held by the public shareholders must vote in favor of the Business Combination Proposal for it to be approved.

 

Appraisal Rights

 

Appraisal rights are not available to holders of Founder Ordinary Shares in connection with the proposed Business Combination under Cayman law.

 

Redemption Rights

 

Pursuant to the Memorandum and Articles of Association, holders of Founder Class A Shares may elect to have their shares redeemed for cash at the applicable redemption price per share equal to the quotient obtained by dividing (i) the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest (net of taxes payable), by (ii) the total number of then-outstanding Founder Class A Shares. As of           , 2022, this would have amounted to approximately $10.15 per share.

 

You will be entitled to receive cash for any Founder Class A Shares to be redeemed only if you:

 

(i)(a) hold Founder Class A Shares, or

 

(b)hold Founder Class A Shares through Founder Units and you elect to separate your Founder Units into the underlying Founder Class A Shares prior to exercising your redemption rights with respect to the Founder Class A Shares; and

 

(ii)prior to 5:00 p.m., Eastern Time, on _____, 2022,

 

(a)submit a written request to Continental that Founder redeem your Founder Class A Shares for cash and

 

(b)deliver your Founder Class A Shares to Continental, physically or electronically through DTC.

 

Holders of outstanding Founder Units must separate the underlying Founder Class A Shares prior to exercising redemption rights with respect to the Founder Class A Shares. If the Founder Units are registered in a holder’s own name, the holder must deliver the certificate for its Founder Units to Continental, with written instructions to separate the Founder Units into their individual component parts. This must be completed far enough in advance to permit the mailing of the certificates back to the holder so that the holder may then exercise his, her or its redemption rights upon the separation of the Founder Class A Shares from the Founder Units.

 

If a holder exercises his/her redemption rights, then such holder will be exchanging his/her Founder Class A Shares for cash and will no longer own shares of New Rubicon. Such a holder will be entitled to receive cash for its Founder Class A Shares only if it properly demands redemption and delivers its Founder Class A Shares (either physically or electronically) to Continental in accordance with the procedures described herein. Please see the section titled “Founder’s Extraordinary General Meeting — Redemption Rights” for the procedures to be followed if you wish to redeem your Founder Class A Shares for cash.

 

 

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Voting Power and Implied Ownership of New Rubicon Upon Consummation of the Business Combination

 

We present in the tables below the various pro forma Voting Power and Implied Ownership of New Rubicon following the consummation of the Business Combination and PIPE Investment, based, among other things, public shareholder redemptions in connection with the Business Combination.

 

The following table presents the pro forma Voting Power and Implied Ownership of New Rubicon immediately following the consummation of the Business Combination, exclusive of (i) the 8,325,594 shares restricted Domestication Class A Common Stock that will be issued to Rubicon Phantom Unitholders and Rubicon Management Rollover Holders post-Closing upon the effectiveness of a Form S-8 registration statement, (ii) the 1,494,811 shares of Domestication Class A Common Stock and 8,894,549 shares of Domestication Class V Common Stock (and equivalent number of Class B Units of Rubicon) issuable as Earn-Out Interests following the Closing, (iii) the 15,812,500 shares of Domestication Class A Common Stock that underly the Domestication Public Warrants, and (iv) the 14,204,375 shares of Domestication Class A Common Stock that underly the Domestication Private Warrants (collectively, the “Dilutive Interests”), in each case because none of the Dilutive Interests are exercisable or issuable immediately following the consummation of the Business Combination:

 

   No Redemption Scenario(1)   25% Redemption Scenario(2)   50% Redemption Scenario(3)   75% Redemption Scenario(4)   Max Redemption Scenario(5) 
   Domestication Class A Common Stock   Domestication Class V Common Stock   Voting Power and Implied Ownership(6)   Domestication Class A Common Stock   Domestication Class V Common Stock   Voting Power and Implied Ownership(6)   Domestication Class A Common Stock   Domestication Class V Common Stock   Voting Power and Implied Ownership(6)   Domestication Class A Common Stock   Domestication Class V Common Stock   Voting Power and Implied Ownership(6)   Domestication Class A Common Stock   Domestication Class V Common Stock   Voting Power and Implied Ownership(6) 
Public Shareholders(7)   31,625,000    -    16.7%   23,718,750    -    13.1%   15,812,500    -    9.1%   7,906,250    -    4.8%   492,611    -    0.3%
Sponsor(7)   7,906,250    -    4.2%   7,906,250    -    4.4%   7,906,250    -    4.6%   7,906,250    -    4.8%   7,906,250    -    5.0%
PIPE Investors(8)   11,100,000    -    5.9%   11,100,000    -    6.1%   11,100,000    -    6.4%   11,100,000    -    6.7%   11,100,000    -    7.0%
Blocked Unitholders and Rubicon Continuing Unitholders(9)   19,930,813    118,593,980    73.2%   19,930,813    118,593,980    76.4%   19,930,813    118,593,980    79.9%   19,930,813    118,593,980    83.7%   19,930,813    118,593,980    87.7%
Total   70,562,063    118,593,980    100%   62,655,813    118,593,980    100%   54,749,563    118,593,980    100%   46,843,313    118,593,980    100%   39,429,674    118,593,980    100.0%

 

 
(1)The No Redemption Scenario assumes no redemptions by public shareholders in connection with the Business Combination.
(2)The Maximum Redemption Scenario assumes public shareholders elect to redeem 31,132,389 Founder Class A Shares in connection with the Business Combination, assuming a per share redemption price of $10.15, such that after redemptions the Trust Account will contain at least $5,000,001.
(3)The 25% Redemption Scenario assumes that public shareholders elect to redeem 25% of the Founder Class A Shares (i.e., 7,906,250 shares) in connection with the Business Combination.
(4)The 50% Redemption Scenario assumes that public shareholders elect to redeem 50% of the Founder Class A Shares (i.e., 15,812,500 shares) in connection with the Business Combination.
(5)The 75% Redemption Scenario assumes that public shareholders elect to redeem 75% of the Founder Class A Shares (i.e., 23,718,750 shares) in connection with the Business Combination.
(6)Voting Power and Implied Ownership is derived from the total issued and outstanding shares of Domestication Class A Common Stock and Domestication Class V Common Stock. Domestication Class V Common Stock will be retired and cancelled on a one-to-one basis upon redemption or exchange of such holder’s Class B Units of Rubicon. For purposes of calculating Voting Power and Implied Ownership, figures exclude the number of shares of Domestication Class A Common Stock underlying and issuable upon the exercise of Domestication Public Warrants or Domestication Private Warrants as neither will be exercisable within 60 days following the Closing.
(7)These scenarios assume that Founder Class A Shares and Founder Class B Shares convert on a one-to-one basis into shares of Domestication Class A Common Stock in connection with the Domestication.
(8)These scenarios assume that the PIPE Investment is consummated in accordance with its terms for aggregate proceeds of $111 million in connection with the issuance of 11.1 million shares of Domestication Class A Common Stock to the PIPE Investors.
(9)These scenarios assume that (a) 118,593,980 shares of Domestication Class V Common Stock and an equal number of Class B Units in Rubicon will be issued to Rubicon Continuing Unitholders at Closing, (b) 19,930,813 shares of Domestication Class A Common Stock will be issued to Blocked Unitholders at Closing, and (c) aggregate Cash Transaction Bonuses of approximately $33.89 million will be paid at Closing resulting in a reduction to the Merger Consideration issuable at Closing by approximately $16.39 million.

 

 

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The following table presents pro forma Voting Power and Implied Ownership of New Rubicon inclusive of the Dilutive Interests. The following table assumes (i) the Dilutive Interests have been fully exercised and/or vested, (ii) any conditions to the issuance of such Dilutive Interests have been fully satisfied, and (iii) such Dilutive Interests were issued in connection with the consummation of the Business Combination, such that the Voting Power and Implied Ownership of New Rubicon immediately following the consummation of the Business Combination is as follows:

 

   No Redemption Scenario(1)   25% Redemption Scenario(2)   50% Redemption Scenario(3)   75% Redemption Scenario(4)   Max Redemption Scenario(5) 
    Domestication Class A Common Stock    Domestication Class V Common Stock    Voting Power and Implied Ownership(6)    Domestication Class A Common Stock    Domestication Class V Common Stock    Domestication Class A Common Stock    Domestication Class V Common Stock    Voting Power and Implied Ownership(6)    Domestication Class A Common Stock    Domestication Class V Common Stock    Domestication Class A Common Stock    Domestication Class V Common Stock    Voting Power and Implied Ownership(6)    Domestication Class A Common Stock    Domestication Class V Common Stock 
Public Shareholders(7)   47,437,500    -    19.9%   39,531,250    -    17.2%   31,625,000    -    14.2%   23,718,750    -    11.1%   16,305,111    -    7.9%
Sponsor(8)   22,110,625    -    9.3%   22,110,625    -    9.6%   22,110,625    -    10.0%   22,110,625    -    10.3%   22,110,625    -    10.7%
PIPE Investors(98)   11,100,000    -    4.7%   11,100,000    -    4.8%   11,100,000    -    5.0%   11,100,000    -    5.2%   11,100,000    -    5.4%
Blocked Unitholders and Rubicon Continuing Unitholders(10) Rubicon    21,425,624    127,488,529    62.6%   21,425,624    127,488,529    64.8%   21,425,624    127,488,529    67.1%   21,425,624    127,488,529    69.5%   21,425,624    127,488,529    72.0%
Phantom Unitholders and Rubicon Management Rollover Holders(11)   8,325,594    -    3.5%   8,325,594    -    3.6%   8,325,594    -    3.7%   8,325,594    -    3.9%   8,325,594    -    4.0%
Total   110,399,342    127,488,529    100%   102,493,092    127,488,529    100%   94,586,842    127,488,529    100%   86,680,592    127,488,529    100%   79,266,953    127,488,529    100.0%

 

 
(1)The No Redemption Scenario assumes no redemptions by public shareholders in connection with the Business Combination.
(2)The Maximum Redemption Scenario assumes public shareholders elect to redeem 31,132,389 Founder Class A Shares in connection with the Business Combination, assuming a per share redemption price of $10.15, such that after redemptions the Trust Account will contain at least $5,000,001.
(3)The 25% Redemption Scenario assumes that public shareholders elect to redeem 25% of the Founder Class A Shares (i.e., 7,906,250 shares) in connection with the Business Combination.
(4)The 50% Redemption Scenario assumes that public shareholders elect to redeem 50% of the Founder Class A Shares (i.e., 15,812,500 shares) in connection with the Business Combination.
(5)The 75% Redemption Scenario assumes that public shareholders elect to redeem 75% of the Founder Class A Shares (i.e., 23,718,750 shares) in connection with the Business Combination.
(6)Voting Power and Implied Ownership is derived from the total issued and outstanding shares of Domestication Class A Common Stock and Domestication Class V Common Stock. Domestication Class V Common Stock will be retired and cancelled on a one-to-one basis upon redemption or exchange of such holder’s Class B Units of Rubicon. For purposes of calculating Voting Power and Implied Ownership, figures exclude the number of shares of Domestication Class A Common Stock underlying and issuable upon the exercise of Domestication Public Warrants or Domestication Private Warrants as neither will be exercisable within 60 days following the Closing.
(7)These scenarios assume that (a) Founder Class A Shares convert on a one-to-one basis into shares of Domestication Class A Common Stock in connection with the Domestication and (b) all 15,812,500 shares of Domestication Class A Common Stock that underly the 15,812,500 Domestication Public Warrants are fully exercised for cash by such holders.
(8)These scenarios assume that (a) Founder Class B Shares convert on a one-to-one basis into shares of Domestication Class A Common Stock in connection with the Domestication and (b) all 14,204,375 shares of Domestication Class A Common Stock that underly the 14,204,375 Domestication Private Warrants are fully exercised for cash by Sponsor.
(9)These scenarios assume that the PIPE Investment is consummated in accordance with its terms for aggregate proceeds of $111 million in connection with the issuance of 11.1 million shares of Domestication Class A Common Stock to the PIPE Investors
(10)These scenarios assume that (a) 118,593,980 shares of Domestication Class V Common Stock and an equal number of Class B Units in Rubicon will be issued to Rubicon Continuing Unitholders at Closing, (b) 19,930,813 shares of Domestication Class A Common Stock will be issued to Blocked Unitholders at Closing, (c) aggregate Cash Transaction Bonuses of approximately $33.89 million will be paid at Closing resulting in a reduction to the Merger Consideration issuable at Closing by approximately $16.39 million, (d) the Earnout Conditions are fully satisfied and 1,494,811 shares of Domestication Class A Common Stock and 8,89,549 shares of Domestication Class V Common Stock (and an equivalent number of Class B Units of Rubicon) are issued to Rubicon Continuing Unitholders. Upon effectiveness of a Form S-8 registering the shares issuable pursuant to the Incentive Plan, New Rubicon will issue (a) 1,510,424 shares of restricted Domestication
(11)Upon effectiveness of a Form S-8 registering the shares issuable pursuant to the Incentive Plan, New Rubicon will issue (a) 1,510,424 shares of restricted Domestication. Class A Common Stock to Rubicon Phantom Unitholders and (b) 8,325,594 shares of restricted Domestication Class A Common Stock to Rubicon Management Rollover Holders. For purposes of these scenarios, ownership is presented as if such restricted Domestication Class A Common Stock is fully vested.

 

    Value of Public                  
   Warrants
Assuming
no
redemption
   Assuming
50% of
Max
Redemption
   Assuming
Max
Redemption
 
Number of Public Warrants   15,812,500    15,812,500    15,812,500 
                
Trading value per Public Warrant as of March 31, 2022   0.43    0.43    0.43 
                
Aggregate trading value of Public Warrants as of March 31, 2022   6,799,375    6,799,375    6,799,375 

 

 

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Organizational Structure

 

Before the Business Combination

 

The diagrams below depict simplified versions of the current organizational structures of Founder and Rubicon, respectively.

 

Pre-IPO Founder SPAC

(as of April 27, 2021)

 

 

 

Post-IPO Founder SPAC

 

 

 

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Rubicon Technologies, LLC

 

 

After the Business Combination

 

The diagram below depicts a simplified version of New Rubicon’s organizational structure immediately following the completion of the Domestication and the Business Combination. Ownership percentages are presented assuming a No Redemption Scenario.

 

Rubicon Technologies, Inc.

 

 

 

 

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Interests of Certain Persons in the Business Combination

 

When you consider the recommendation of the Board in favor of adoption of the Business Combination Proposal and other proposals set forth in this proxy statement/consent solicitation statement/prospectus, you should keep in mind that Founder’s directors and officers have interests in the Business Combination that are different from, or in addition to, your interests as a shareholder, including:

 

If an initial business combination, such as the Business Combination, is not completed, Founder will be required to dissolve and liquidate. In such event, the 7,906,250 Founder Class B Shares currently held by the Initial Shareholders, which were acquired prior to the IPO, will be worthless because such holders have agreed to waive their rights to any liquidation distributions (such waiver entered into in connection with the IPO for which the Initial Shareholders received no additional consideration). The Founder Class B Shares were purchased for an aggregate purchase price of $25,000.

 

If an initial business combination, such as the Business Combination, is not completed, an aggregate of 14,204,375 Founder Private Placement Warrants purchased by our Sponsor and Jefferies for a total purchase price of $14,204,375 will be worthless. The Founder Private Placement Warrants had an aggregate market value of approximately $_____ based on the closing price of Founder Public Warrants on Nasdaq as of           , 2022.

 

The exercise of Founder’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes or waivers are appropriate and in our shareholders’ best interest.

 

If the Business Combination is completed, Rubicon will designate seven members of the New Rubicon Board of Directors and Founder will designate two members of the New Rubicon Board of Directors.

 

The Memorandum and Articles of Association provide for, and the Proposed Organizational Documents would provide for, indemnification of our officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect.

 

Founder’s existing directors and officers will be eligible for continued indemnification and continued coverage under Founder’s directors’ and officers’ liability insurance following the consummation of the Business Combination for a period of six years.

 

Founder’s officers, directors, and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on Founder’s behalf, such as identifying and investigating possible business targets and business combinations. As of           , 2022, there was $           in out-of-pocket expenses payable to Founder’s officers, directors, and their affiliates. However, if Founder fails to consummate a business combination within the required period, they will not have any claim against the Trust Account for reimbursement. Accordingly, Founder may not be able to reimburse these expenses if the Business Combination or another business combination is not completed by January 19, 2023, or if extended, April 19, 2023.

 

The Sponsor (including its representatives and affiliates) and Founder’s directors and officers, are, or may in the future become, affiliated with entities that are engaged in a similar business to Founder. The Sponsor and Founder’s directors and officers are not prohibited from sponsoring, or otherwise becoming involved with, any other blank check companies prior to Founder completing its initial business combination. Certain of Founder’s directors and officers have time and attention requirements for investment funds of which affiliates of the Sponsor are the investment managers. Founder’s directors and officers also may become aware of business opportunities which may be appropriate for presentation to Founder and the other entities to which they owe certain fiduciary or contractual duties. Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in Founder’s favor and such potential business opportunities may be presented to other entities prior to their presentation to Founder, subject to applicable fiduciary duties under Cayman Islands laws. The Memorandum and Articles of Association provide that Founder renounces its interest in any corporate opportunity offered to any director or officer of Founder that is a director, manager, officer, member, partner, managing member, employee and/or agent of one or more members of the Sponsor or its affiliates (the “Sponsor Group”) unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of Founder and it is an opportunity that Founder is able to complete on a reasonable basis.

 

  The Sponsor has invested an aggregate of $12,212,500 in Founder, paid in connection with the purchase of the Founder Private Placement Warrants. In the event that the initial business combination is not consummated, the Sponsor will lose all of its $12,212,500 investment in Founder, as the Founder Private Placement Warrants will expire worthless. Other than its $12,212,500 investment in the Founder Private Placement Warrants, the Sponsor does not have any other investments (including, but not limited to, securities held, loans extended, fees due, or out-of-pocket expenses awaiting reimbursement) nor amounts that are at risk of being lost if the initial business combination is not consummated. As a result, the Sponsor has a personal and financial interest in completing the initial business combination which may result in a conflict of interest.  

 

Pursuant to the A&R Registration Rights Agreement, the Sponsor will have customary registration rights, including certain demand and piggy-back rights, with respect to Registrable Securities held by Sponsor. Please see the section entitled “Proposal 1 — The Business Combination Proposal — Certain Related Agreements — A&R Registration Rights Agreement” for further information.

 

 

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In addition, our Memorandum and Articles of Association provide that Founder renounces its interest in any corporate opportunity offered to any director or officer of Founder unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of Founder and such opportunity is one that we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue. Founder does not believe, however, that this waiver of the corporate opportunities doctrine materially affected its search for an acquisition target or will materially affect its ability to complete the Business Combination.

 

See “Proposal 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination—Founder” for additional information.

 

Anticipated Accounting Treatment

 

Under any of the redemption scenarios, we anticipate that the Mergers will be accounted for akin to a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with GAAP. We anticipate that the Mergers will not be treated as a change in control of Rubicon as RGH, Inc. controls (x) Rubicon through its rights to nominate the majority of the members of the board of managers directors of Rubicon under Rubicon’s existing operating agreement and (y) New Rubicon through its control of the board of managers of Rubicon and, pursuant to Section 8.7(a)(i) of the Merger Agreement, such board’s right prior to Closing to nominate seven of the nine initial directors to be appointed to the board of directors of New Rubicon effective upon the Closing (the “Rubicon Nominees”). Pursuant to Section 8.7(a)(i) of the Merger Agreement, we also anticipate that one of the Rubicon Nominees will serve as the chairman of the New Rubicon Board of Directors effective upon the Closing and that all Rubicon Nominees will continue to control and serve on the New Rubicon Board of Directors until at least the 2023 annual shareholder meeting of New Rubicon. Under the guidance in ASC 805 for transactions between entities under common control, the assets, liabilities, and noncontrolling interests of Rubicon and Founder are recognized at their carrying amounts on the date of the Mergers.

 

Summary of Material United States Federal Income Tax Considerations for Holders of Founder’s Securities

 

As discussed more fully below under the caption “Material U.S. Federal Income Tax Consequences—U.S. Federal Income Taxation of U.S. Holders,” the Domestication should qualify as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code (an “F Reorganization”). Section 367(b) of the Code, which applies to the domestication of a foreign corporation in an F Reorganization and imposes U.S. federal income tax on certain U.S. persons in connection with transactions that otherwise would generally be tax-free, may apply with respect to U.S. Holders (as defined below under the caption “Material U.S. Federal Income Tax Consequences—U.S. Federal Income Taxation of U.S. Holders”) on the date of the Domestication. Consequently, for U.S. federal income tax purposes:

  

  a U.S. Holder who, on the date of the Domestication, beneficially owns (actually or constructively, including as a result of the applicable attribution rules that would take into account such U.S. Holder’s ownership of Founder Public Warrants) Founder Class A Shares with a fair market value of $50,000 or more but with less than 10% of the total combined voting power of all classes of Founder stock entitled to vote and less than 10% of the total value of all classes of Founder stock, will recognize gain (but not loss) with respect to the Domestication or, in the alternative, may elect to recognize the “all earnings and profits” amount attributable to such U.S. Holder, as discussed more fully below under the caption “Material U.S. Federal Income Tax Consequences—U.S. Federal Income Taxation of U.S. Holders—Effects of Section 367(b)”;

 

  a U.S. Holder who, on the date of the Domestication, beneficially owns (actually or constructively, including as a result of the applicable attribution rules that would take into account such U.S. Holder’s ownership of Founder Public Warrants) Founder Class A Shares with a fair market value of less than $50,000 generally should not be required to recognize any gain or loss in connection with the Domestication or to include any part of the “all earnings and profits amount” in income and;

 

a U.S. Holder who, on the date of the Domestication, beneficially owns (actually or constructively, including as a result of the applicable attribution rules that would take into account such U.S. Holder’s ownership of Founder Public Warrants) Founder Class A Shares with a fair market value of $50,000 or more and who, on the date of the Domestication, owns (actually or constructively, including as a result of the applicable attribution rules that would take into account such U.S. Holder’s ownership of Founder Public Warrants) 10% or more of the total combined voting power of all classes of Founder stock entitled to vote or 10% or more of the total value of all classes Founder stock generally will be required to include in income as a deemed dividend the “all earnings and profits amount” attributable to its Founder stock. Founder does not expect to have significant cumulative earnings and profits, if any, on the date of the Domestication.

 

Further, the Domestication could be a taxable event for U.S. Holders under the “passive foreign investment company” (“PFIC”) provisions of the Code. Because Founder is a blank-check company with no current active business, based upon the composition of its income and assets, and upon review of its financial statements, Founder believes that it likely was treated as a PFIC for the 2021 taxable year and likely will be considered a PFIC for its current taxable year (which is expected to end on the date of the Domestication).

 

 

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If finalized in their proposed form, proposed U.S. Treasury regulations may require taxable gain recognition by a U.S. Holder with respect to its exchange of Founder Class A Shares and Founder Public Warrants, as applicable, for Domestication Class A Common Stock and Domestication Public Warrants in the Domestication if Founder were classified as a PFIC at any time during such U.S. Holder’s holding period for such Founder Class A Shares or Founder Public Warrants, as applicable. The tax on any such recognized gain would be imposed based on a complex set of computational rules. Such rules are discussed more fully below under the caption “Material U.S. Federal Income Tax Consequences—U.S. Federal Income Taxation of U.S. Holders—Passive Foreign Investment Company Rules.” However, a U.S. Holder may be able to avoid the PFIC gain and certain other tax consequences associated with PFIC status with respect to its Founder Class A Shares (but not its Founder Public Warrants) if such U.S. Holder either (i) is eligible to and makes a timely and valid QEF Election (as defined and described below under the caption “Material U.S. Federal Income Tax Consequences—U.S. Federal Income Taxation of U.S. Holders—Passive Foreign Investment Company Rules”) in the first taxable year in which such U.S. Holder held (or was deemed to hold) Founder Class A Shares and in which Founder was classified as a PFIC or (ii) makes a Mark-to-Market Election (as defined and described below under the caption “Material U.S. Federal Income Tax Consequences—U.S. Federal Income Taxation of U.S. Holders—Passive Foreign Investment Company Rules”) with respect to its Founder Class A Shares. Generally, neither election is available with respect to the Founder Public Warrants.

 

The rules governing the U.S. federal income tax treatment of the Domestication are complex and will depend on a holder’s particular circumstances. All holders of Founder Public Securities are urged to consult with, and rely solely upon, their tax advisors regarding the potential tax consequences to them of the Domestication, including the effects of Section 367(b) of the Code, the application of the PFIC rules, and the tax consequences if the Domestication were to fail to qualify as an F Reorganization. For a more complete discussion of the U.S. federal income tax considerations of the Domestication, see the discussion below under the caption “Material U.S. Federal Income Tax Consequences—U.S. Federal Income Taxation of U.S. Holders.” 

 

The receipt of cash by a Holder (as defined below under the caption “Material U.S. Federal Income Tax Consequences”) of Domestication Class A Common Stock in redemption of such stock will be a taxable event for U.S. federal income tax purposes in the case of a U.S. Holder (as defined below under the caption “Material U.S. Federal Income Tax Consequences—U.S. Federal Income Taxation of U.S. Holders”) and may be a taxable event for U.S. federal income tax purposes in the case of a Non-U.S. Holder (as defined below under the caption “Material U.S. Federal Income Tax Consequences—U.S. Federal Income Taxation of Non-U.S. Holders”). Please see the discussion below under the caption “Material U.S. Federal Income Tax Consequences—U.S. Federal Income Taxation of U.S. HoldersRedemption of Domestication Class A Common Stock” for additional information. All Holders considering the exercise of their redemption rights should consult with, and rely solely upon, their own tax advisors with respect to the U.S. federal income tax consequences of exercising such redemption rights.

 

Because the Domestication will occur immediately prior to the redemption of Domestication Class A Common Stock from U.S. Holders that exercise their redemption rights, such U.S. Holders will be subject to the potential tax consequences of the Domestication, including the effects of Section 367(b) of the Code and the application of the PFIC rules to the Domestication. The tax considerations for U.S. Holders with respect to the Domestication are discussed more fully below under the caption “Material U.S. Federal Income Tax Consequences—U.S. Federal Income Taxation of U.S. Holders.”

 

All Holders of Founder Public Securities considering exercising their redemption rights are urged to consult with, and rely solely upon, their tax advisors with respect to the potential tax consequences to them of the exercise of their redemption rights and of the Domestication.

 

Recommendations of the Board and Reasons for the Business Combination

 

After careful consideration of the terms and conditions of the Merger Agreement, the Board has determined that the Business Combination and the transactions contemplated thereby are fair to, and in the best interests of, Founder and its shareholders. In reaching its decision with respect to the Business Combination and the transactions contemplated thereby, the Board reviewed various industry and financial data and evaluated materials provided by Rubicon. The Board did not obtain a fairness opinion on which to base its assessment. The Board recommends that Founder shareholders vote:

 

FOR the Business Combination Proposal;

FOR the Domestication Proposal;
FOR the Charter Proposal;
FOR each of the Governance Proposals;
FOR the Directors Proposal;
FOR the Share Plan Proposal;
FOR the Nasdaq Proposal; and
FOR the Adjournment Proposal.

 

 

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Rubicon’s Solicitation of Written Consents

 

Consents; Required Consents

 

Adoption of the Merger Agreement and the transactions contemplated thereby requires the approval of the holders of (i) at least a majority of the outstanding Legacy Rubicon Units entitled to vote, voting together as a single class and (ii) at least a two-thirds of the outstanding Legacy Rubicon Preferred Units entitled to vote, voting together as a single class. As a closing condition to the Merger Agreement, Rubicon must deliver written consents adopting the Merger Agreement and approving the Merger; Founder has a right to terminate the Merger Agreement if such consent is not received within one (1) business day prior to the Meeting.

 

Recommendation of the Rubicon Board of Managers

 

After consideration, the Rubicon board of managers adopted resolutions and (i) determined that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement were advisable and in the best interests of Rubicon, (ii) adopted and approved the Merger Agreement and the transactions contemplated thereby, including the Merger, and (iii) directed that the Merger Agreement be submitted to the holders of Legacy Rubicon Units for their consideration and approval. The Rubicon board of managers recommends that holders of Legacy Rubicon Units adopt the Merger Agreement by submitting a written consent and thereby approve the Merger and the transactions contemplated by the Merger Agreement by executing and delivering the written consent furnished with this proxy statement/consent solicitation statement/prospectus.

 

Submission of Consents

 

You may provide the requisite consent and approval with respect to your Legacy Rubicon Units by completing, dating and signing the written consent enclosed with this proxy statement/consent solicitation statement/prospectus and returning it to Rubicon. If you fail to execute and return your written consent, or otherwise withhold your written consent, it has the same effect as voting against the Merger Agreement and the transactions contemplated thereunder.

 

If you hold Legacy Rubicon Units and you wish to give your written consent, you must fill out the enclosed written consent, date and sign it, and promptly return it to Rubicon. Once you have completed, dated and signed the written consent, you may deliver it to Rubicon by emailing a .pdf copy to Rubicon’s counsel at Erica.Opitz@chamberlainlaw.com or by mailing it to Chamberlain, Hrdlicka, White, Williams & Aughtry, 191 Peachtree Street N.E., Floor 46, Atlanta, Georgia 30303-1740, Attention: Erica L. Opitz, Esq.

 

If you have any questions regarding the written consent, you should contact Rubicon via email at elizabeth.montoya@rubicon.com or by mail at Rubicon, 100 W Main Street, Suite 610, Lexington, Kentucky 40507, Attention: Elizabeth Montoya

 

Solicitation of Consents; Expenses

 

The expense of preparing, printing and mailing these consent solicitation materials is being borne by Rubicon. Officers and employees of Rubicon may solicit consents by telephone and personally, in addition to solicitation by mail. These persons will receive their regular salaries but no special compensation for soliciting consents.

 

Rubicon’s Directors and Executive Officers Have Financial Interests in the Merger

 

Certain of Rubicon’s executive officers and directors may have interests in the Merger that may be different from, or in addition to, the interests of holders of Legacy Rubicon Units. The members of the Rubicon board of managers were aware of and considered these interests, to the extent that such interests existed at the time, among other matters, when they approved the Merger Agreement and recommended that holders of Legacy Rubicon Units approve the Merger Agreement. For more information, see “Proposal 1 — The Business Combination Proposal — The Merger Agreement — Interests of Certain Persons in the Proposed Transaction — Rubicon.

 

 

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Summary Risk Factors

 

In evaluating the Business Combination and the Proposals to be considered and voted on at the Meeting, you should carefully review and consider the risk factors set forth under the section entitled “Risk Factors” of this proxy statement/consent solicitation statement/prospectus. Some of these risks related to this proxy statement/consent solicitation statement/prospectus are summarized below. References in the summary below to “Rubicon” generally refer to Rubicon in the present tense or New Rubicon from and after the Business Combination.

 

The following summarizes certain principal factors that make an investment in New Rubicon speculative or risky, all of which are more fully described in the “Risk Factors” section below. This summary should be read in conjunction with the “Risk Factors” section and should not be relied upon as an exhaustive summary of the material risks facing Founder’s, Rubicon’s and/or New Rubicon’s business.

 

Risks Related to Rubicon’s Business and Industry

 

We have a history of net losses and project net losses in future periods. We may not appropriately manage our expenses, nor achieve nor maintain profitability in the future.

 

We may be unable to manage our growth effectively.

 

The waste and recycling industry is highly competitive, and if we cannot successfully compete in the marketplace, our business, financial condition and operating results may be materially adversely affected.

 

Our sales cycles can be long and unpredictable, and our sales efforts require considerable investment of time and expense. If our sales cycle lengthens or we invest substantial resources pursuing unsuccessful sales opportunities, our operating results and growth would be harmed.

 

Our customers and the third parties with whom we contract, including waste haulers, are participants in the waste and recycling industry and are therefore subject to a number of unique risks specific to this industry, which directly or indirectly subjects our business to many of the same risks to which their respective operations are subject.

 

Demand for our solutions is subject to volatility in our accounts’ and our haulers’ underlying businesses.

 

Demand for our solutions can be affected by changes in recyclable commodity prices and quantities.

 

Risks Related to Founder’s Business

 

Failure to comply with applicable anti-corruption legislation and other governmental laws and regulations could result in fines, criminal penalties and materially adversely affect Founder’s business, financial condition, and results of operations.

 

The continuation or worsening of the COVID-19 pandemic, or other similar public health developments, could have an adverse effect on business, results of operations, and financial condition.

 

Founder will be forced to liquidate the Trust Account if it cannot consummate a business combination by January 19, 2023, the date that is 15 months from the closing of the IPO (or April 19, 2023, the date that is 18 months from the closing of the IPO, if the Combination Period is extended by the full amount of time allowed under the Memorandum and Articles of Association). In the event of a liquidation, Founder’s public shareholders will receive approximately $10.15 per Founder Class A Share and the Founder Warrants will expire worthless.

 

 

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Risks Related to the Business Combination

 

You must tender your Founder Class A Shares in order to validly seek redemption at the Meeting.

 

If third parties bring claims against Founder, the proceeds held in trust could be reduced and the per-share liquidation price received by Founder’s shareholders may be less than $10.15.

 

Any distributions received by Founder shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, Founder was unable to pay its debts as they fell due in the ordinary course of business.

 

If Founder’s due diligence investigation of Rubicon was inadequate, then shareholders of Founder following the Business Combination could lose some or all of their investment.

 

Risks Related to New Rubicon’s Securities

 

Founder shareholders will experience immediate dilution as a consequence of the issuance of Domestication Class A Common Stock and Class B Units of Rubicon as consideration in the Business Combination. Having a minority share position may reduce the influence that Founder’s current shareholders have on the management of New Rubicon.

 

Even if the Business Combination is consummated, the Domestication Public Warrants may never be in the money, and they may expire worthless and the terms of the warrants may be amended in a manner adverse to a holder if holders of at least 50% of the then-outstanding public warrants approve of such amendment.

 

There can be no assurance that the Domestication Class A Common Stock and Domestication Public Warrants will be approved for listing on NYSE following the Closing, or if approved, that we will be able to comply with the continued listing standards of NYSE.

 

The market price and trading volume of Domestication Class A Common Stock may be volatile and could decline significantly following the Business Combination.

 

New Rubicon may be subject to securities litigation, which is expensive and could divert management attention.

 

Rubicon’s Key Projected Financial Metrics are subject to significant risks, assumptions, estimates and uncertainties, including assumptions regarding future legislation and changes in regulations. As a result, New Rubicon’s projected revenues, market share, expenses and profitability may differ materially from its expectations.

 

Risks Related to New Rubicon Operating as a Public Company

 

New Rubicon’s management does not have prior experience in operating a public company.

 

Founder and Rubicon have incurred and expect to incur significant costs associated with the Business Combination. The incurrence of these costs will reduce the amount of cash available to be used for other corporate purposes by Founder if the Business Combination is not completed.

 

The announcement of the proposed Business Combination could disrupt Rubicon’s relationships with its customers, suppliers, business partners and others, as well as its operating results and business generally.

 

 

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SELECTED HISTORICAL FINANCIAL DATA OF FOUNDER

 

Founder is providing the following summary historical financial information to assist you in your analysis of the financial aspects of the Business Combination.

 

Founder’s consolidated statement of operations data for the year ended December 31, 2021 and consolidated balance sheet data for the year ended December 31, 2021 are derived from Founder’s audited financial statements included elsewhere in this proxy statement/consent solicitation statement/prospectus.

 

The historical results of Founder included below and elsewhere in this proxy statement/consent solicitation statement/prospectus are not necessarily indicative of the future performance of Founder. You should read the following selected financial data in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Founder” and the financial statements and the related notes appearing elsewhere in this proxy statement/consent solicitation statement/prospectus.

 

BALANCE SHEET DATA:

 

  As of
December 31,
2021
 
Cash  $761,605 
Investments held in Trust Account  $321,015,932 
Total assets  $322,690,554 
Total liabilities  $11,267,417 
Value of ordinary shares subject to redemption  $320,993,750 
Shareholders’ equity (deficit)  $(9,570,614)

 

STATEMENT OF OPERATIONS:

 

   As of
December 31,
2021
 
Formation costs and other operating expenses  $937,887 
Net Loss  $(915,705)
Weighted average Class A ordinary shares outstanding, basic and diluted (1)  $9,271,586 
Basic and diluted net loss per ordinary share, Class A  $0.02 
Weighted average Class B ordinary shares outstanding, basic and diluted  $7,906,250 
Basic and diluted net loss per share, Class B  $(0.14)

 

 

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SELECTED HISTORICAL FINANCIAL AND OTHER DATA OF RUBICON

 

Rubicon is providing the following selected historical financial information to assist you in your analysis of the financial aspects of the Business Combination.

 

The following table sets forth selected historical financial information derived from Rubicon’s (i) audited consolidated statements of operations for the years ended December 31, 2021 and 2020 and (ii) audited consolidated balance sheets as of December 31, 2021 and 2020, each of which is included elsewhere in this proxy statement/consent solicitation statement/prospectus.

 

Rubicon’s historical results included below and elsewhere in this proxy statement/consent solicitation statement/prospectus are not necessarily indicative of the future performance of Rubicon. The information presented below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Rubicon,” and the financial statements and related notes appearing elsewhere in this proxy statement/consent solicitation statement/prospectus.

 

Selected Consolidated Statement of Operations Data:

 

   For the
Years Ended
December 31,
 
(in thousands, except unit data)  2021   2020 
Revenue  $583,050   $539,373 
Total Costs and Expenses   655,657    590,774 
Loss from operations   (72,607)   (51,401)
           
Other Income (Expense)          
Gain on forgiveness of debt   10,900    - 
Other expense   (1,055)   (427)
Interest expense, net   (11,453)   (8,209)
Total Other Income (Expense)   (2,214)   (8,636)
Loss Before Income Tax Benefit   (74,821)   (60,037)
Income Tax Benefit   (1,670)   (1,454)
Net Loss  $(73,151)  $(58,583)
Net loss per common unit, basic and diluted  $(2.21)  $(1.81)
Weighted-average units used in computing net loss per common unit, basic and diluted   33,048,809    32,426,264 

 

Selected Consolidated Balance Sheet Data:

 

   As of
December 31,
 
(in thousands)  2021    2020  
Cash and cash equivalents  $10,617    $6,021  
Accounts receivable, net   42,660     45,019  
Total Assets   175,641     159,899  
Accounts payable   47,531     41,915  
Line of credit   29,916     29,373  
Accrued expenses   65,538     48,990  
Long-term debt, net of debt issuance costs   51,000     47,024  
Total Liabilities   236,945     181,085  
Members’ (Deficit) Equity   (61,304 )   (21,186 )

 

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SUMMARY UNAUDITED PRO FORMA
CONDENSED COMBINED FINANCIAL INFORMATION

 

The following summary unaudited pro forma condensed combined financial data (the “summary pro forma data”) gives effect to the Merger and the other transactions contemplated by the Merger Agreement described in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.” Founder will be treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Mergers will be treated as the equivalent of Rubicon issuing stock for the net assets of Founder, accompanied by a recapitalization. The net assets of Founder will be stated at their historical value within the pro formas with no goodwill or other intangible assets recorded.

 

The summary unaudited pro forma condensed combined statement of operations for the fiscal year ended December 31, 2021 combines the historical audited statement of operations of Founder for the period April 26, 2021 (inception) through December 31, 2021 with the historical audited consolidated statement of operations of Rubicon for the fiscal year ended December 31, 2021, giving effect to the merger as if it had occurred on January 1, 2021.

 

The summary unaudited pro forma condensed combined financial information was derived from and should be read in conjunction with the historical financial statements of Rubicon and Founder and the accompanying notes, which are included elsewhere in this proxy statement/consent solicitation statement/prospectus. The summary unaudited pro forma condensed combined financial information should also be read together with the “Unaudited Pro Forma Condensed Combined Financial Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Founder” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Rubicon,” and other financial information included elsewhere in this proxy statement/consent solicitation statement/prospectus.

 

The unaudited pro forma condensed combined financial information has been prepared assuming two alternative levels of redemptions of Founder Class A Shares into cash:

 

No Redemption Scenario.

 

This presentation assumes that no holders of Founder Class A Shares exercise their redemption rights upon the Closing.

 

Maximum Redemption Scenario.

 

This presentation assumes the redemption of 31.1 million Founder Class A Shares, at a per share redemption price of $10.15, inclusive of interest earned on the Trust Account, resulting in a total aggregate redemption of $316.0 million from the Trust Account, such that after redemptions the Trust Account will be at least $5,000,001.

 

If the actual facts are different than these assumptions, then the amounts and shares outstanding in the unaudited pro forma condensed combined financial information will be different. For more information regarding the underlying assumptions to the No Redemption Scenario and Maximum Redemption Scenario, as well as the effects of various redemption scenarios and potential sources of dilution, see the section titled “Voting Power and Implied Ownership of New Rubicon Upon Consummation of the Business Combination”.

 

   Pro Forma Combined (Assuming
No Redemptions)
   Pro Forma Combined (Assuming Maximum Redemptions) 
   (in thousands, except share and per share data) 
Statement of Operations Data for the Year Ended December 31, 2021          
Revenue  $583,050   $583,050 
Net loss attributable to Rubicon Technologies Inc.  $(89,985)  $(60,190)
Net loss per share attributable to common stockholders - basic and diluted  $(1.28)  $(1.53)
Weighted average common shares outstanding - basic and diluted   70,562,063    39,429,674 

 

 

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COMPARATIVE SHARE INFORMATION

 

 

The following table sets forth the historical comparative share information for Founder and Rubicon on a stand-alone basis and the unaudited pro forma combined share information for the year ended December 31, 2021, after giving effect to the Mergers, assuming (i) no Founder shareholders exercise redemption rights with respect to their Founder Class A Shares upon the consummation of the Mergers; and (ii) Founder shareholders exercise their redemption rights with respect to a maximum of 31,132,389 Founder Class A Shares. This leads to a total maximum redemption value of approximately $316 million calculated by multiplying the maximum of 31,132,389 Founder Class A Shares by the redemption price of approximately $10.15 per share. The estimated per share redemption value of $10.15 was calculated by dividing the amount of $321 million in the Trust Account as of January 31, 2022 by the 31,625,000 issued and outstanding Founder Class A Shares. Furthermore, a provision within the Merger Agreement that requires a cash closing balance of at least $5,000,001 for Founder as a condition to the consummation of the Mergers was considered. This requirement leads to a calculated potential redemption value of approximately $316 million calculated as the difference between the balance of $321 million in the Trust Account as of January 31, 2022 and the cash closing requirement amount of at least $5,000,001.

 

This information is only a summary and should be read together with the selected historical financial information summary included elsewhere in this proxy statement/consent solicitation statement/prospectus, and the historical financial statements of Founder and Rubicon and related notes that are included elsewhere in this proxy statement/consent solicitation statement/prospectus. The unaudited pro forma combined per share information of Founder and Rubicon is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial statements and related notes included elsewhere in this proxy statement/consent solicitation statement/prospectus.

 

The unaudited pro forma combined earnings per share information below does not purport to represent the earnings per share which would have occurred had the companies been combined during the periods presented, nor earnings per share for any future date or period. The unaudited pro forma combined book value per share information below does not purport to represent what the value of Founder and Rubicon would have been had the companies been combined during the periods presented.

 

Unaudited Comparative per Share Information
As of and for the Year Ended December 31, 2021

(in thousands, except share and per share amounts)

 

                Combined Pro Forma  
  

Founder

(Historical)

   Rubicon
(Historical)
   (Assuming No Redemption)   (Assuming
Maximum Redemption)
 
Stockholders’ equity (deficit)  $ (9,571)  $ (61,304  $ 253,561   $ (62,455)
Net loss(1)  $ (916)  $ (73,151)  $ (89,985  $ (60,190)
Common shares outstanding as of December 31, 2021 – basic and diluted   7,906,250(2)   33,509,272    70,562,063    39,429,674 
Weighted average common shares outstanding – basic and diluted   7,906,250(2)   33,048,809    70,562,063    39,429,674 
Stockholders’ equity per share – basic and diluted  $(1.21)  $(1.83)  $3.59   $(1.58)
Net loss per share attributable to common stockholders – basic and diluted  $(0.14)  $(2.21)  $(1.28)  $(1.53)

 

 

(1)

Net losses on a pro forma basis relate to the net loss attributable to Rubicon Technologies, Inc.

(2)Common shares outstanding relate to Founder Class B Shares as these are the only participating shares outstanding.

 

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RISK FACTORS

 

Your investment in Founder will involve substantial risks. You should carefully review and consider the following risk factors and all other information included in this proxy statement/consent solicitation statement/prospectus before making an investment decision. The occurrence of one of more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the Business Combination, and may have a material adverse effect on the business, cash flows, financial condition and results of operations of New Rubicon following the Business Combination. Some statements in this proxy statement/consent solicitation statement/prospectus, including statements in the following risk factors, constitute forward-looking statements. Our actual results could differ materially and adversely from those anticipated in these forward-looking statements as a result of certain factors, including the risks described below and elsewhere in this proxy statement/consent solicitation statement/prospectus. See “Where You Can Find More Information” and “Cautionary Note Regarding Forward-Looking Statements” included elsewhere in this proxy statement/consent solicitation statement/prospectus. Although we describe below and elsewhere in this proxy statement/consent solicitation statement/prospectus the risks we consider to be the most material, there may be other unknown or unpredictable economic, business, competitive, regulatory or other factors that also could have material adverse effects on our results of operations, financial condition or business in the future. In addition, past financial performance may not be a reliable indicator of future performance and historical trends should not be used to anticipate results or trends in future periods. If any of these risks were to materialize, individually or in combination, our business, prospects, financial condition, results of operations or cash flows could be materially adversely affected.

 

References in this section to the “we,” “our,” or “us” generally refer to Rubicon, unless otherwise specified.

 

Risks Related to Rubicon’s Business and Industry

 

We have a history of net losses and project net losses in future periods. We may not appropriately manage our expenses, nor achieve nor maintain profitability in the future.

 

We have experienced net losses in each year since inception, including net losses of $73.2 million and $58.6 million for the fiscal years ended December 31, 2021 and 2020, respectively, and we may incur net losses in the future. While we project net losses to continue in future periods, it is difficult for us to predict our future results of operations, and we expect our operating expenses to increase significantly over the next several years as we continue to hire additional personnel, expand our operations and infrastructure, integrate completed acquisitions, make and integrate future acquisitions and invest in product development. In addition to the expected costs to grow our business, we also expect to incur significant additional legal, accounting and other expenses as a public company. Our indebtedness also bears interest at rates as high as 15%, which requires us to commit significant amounts to interest expense. If we fail to increase our revenue to offset the increases in our operating expenses, we may not achieve or sustain profitability in the future.

 

We may be unable to manage our growth effectively.

 

Our growth strategy places significant demands on our financial, operational and management resources. To continue our growth, we may need to add administrative, managerial and other personnel, and may need to make additional investments in operations and systems and this expansion will require us to increase our spending on working capital. We cannot assure you that we will be able to find and train qualified personnel, or do so on a timely basis, or to expand or otherwise modify our operations and systems to the extent, and in the time, required, or that we will be able to fund this expansion and increased spending on working capital from operating cash flows, debt or equity financing or other sources.

 

We are an emerging growth company and smaller reporting company and as such are subject to various risks unique only to emerging growth companies and smaller reporting companies, including but not limited to, no requirement to provide an assessment of the effectiveness of internal controls over financial reporting.

 

We are an “emerging growth company” as defined in the JOBS Act. We will remain an emerging growth company until the earlier of (i) December 31, 2026, the last day of the fiscal year following the fifth anniversary of the date of the first sale of the Founder’s IPO; (ii) the last day of the fiscal year in which we have total annual gross revenues of $1 billion or more; (iii) the date on which we have issued more than $1 billion in nonconvertible debt during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer under applicable SEC rules.

 

We expect that we will remain an emerging growth company for the foreseeable future but cannot retain our emerging growth company status indefinitely and will no longer qualify as an emerging growth company on or before December 31, 2026. References herein to “emerging growth company” have the meaning associated with it in the JOBS Act.

 

For so long as we remain an emerging growth company, we are permitted and intend to rely on exemptions from specified disclosure requirements that are applicable to other public companies that are not emerging growth companies. These exemptions include:

 

● being permitted to provide only two years of audited financial statements, in addition to any required unaudited interim financial statements, with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure;

 

● not being required to comply with the requirement of auditor attestation of our internal controls over financial reporting;

 

● not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements;

 

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● reduced disclosure obligations regarding executive compensation; and

 

● not being required to hold a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

 

Additionally, as an emerging growth company and smaller reporting company our status as such carries various unique risks such as the risk that our financial statements may not be comparable to those of other public companies, and the risk that we will not be required to provide an assessment of the effectiveness of our internal controls over financial reporting until our second annual report following our initial public offering.

 

For as long as we continue to be an emerging growth company, we expect that we will take advantage of the reduced disclosure obligations available to us as a result of that classification. We have taken advantage of certain of those reduced reporting burdens in this prospectus. Accordingly, the information contained herein may be different than the information you receive from other public companies in which you hold stock.

 

An emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. This allows an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have irrevocably elected to avail ourselves of this extended transition period and, as a result, we will not be required to adopt new or revised accounting standards on the dates on which adoption of such standards is required for other public reporting companies.

 

We are also a “smaller reporting company” as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and have elected to take advantage of certain of the scaled disclosure available for smaller reporting companies.

 

If we fail to put in place appropriate and effective internal control over financial reporting and disclosure controls and procedures, we may suffer harm to our reputation and investor confidence levels.

 

As a privately held company, we were not required to evaluate our internal control over financial reporting in a manner that meets the standards of publicly traded companies required by Section 404. As a public company, we have significant requirements for enhanced financial reporting and internal controls.

 

The process of designing and implementing effective internal controls is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend

 

significant resources to maintain a system of internal controls that is adequate to satisfy its reporting obligations as a public company. If we are unable to establish or maintain appropriate internal financial reporting controls and procedures, it could cause us to fail to meet our reporting obligations on a timely basis, result in material misstatements in our consolidated financial statements, and harm our operating results. In addition, we will be required, pursuant to Section 404, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting in our Annual Report on Form 10-K for the fiscal year ending December 31, 2022. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. This assessment will need to include disclosure of any material weaknesses identified by our management in its internal control over financial reporting. The rules governing the standards that must be met for our management to assess our internal control over financial reporting are complex and require significant documentation, testing, and possible remediation. Testing and maintaining internal controls may divert our management’s attention from other matters that are important to our business. Beginning with our Annual Report on Form 10-K for the fiscal year ending December 31, 2022, our auditors will be required to issue an attestation report on the effectiveness of our internal controls on an annual basis.

 

In connection with the implementation of the necessary procedures and practices related to internal control over financial reporting, we may identify deficiencies that we may not be able to remediate in time to meet the deadline imposed by SOX for compliance with the requirements of Section 404. In addition, we may encounter problems or delays in completing the remediation of any deficiencies identified by our independent registered public accounting firm in connection with the issuance of their attestation report. Our testing, or the subsequent testing (if required) by our independent registered public accounting firm, may reveal deficiencies in our internal control over financial reporting that are deemed to be material weaknesses. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the entity’s financial statements will not be prevented or detected on a timely basis. Any material weaknesses could result in a material misstatement of our annual or quarterly consolidated financial statements or disclosures that may not be prevented or detected. The existence of any material weakness would require management to devote significant time and incur significant expense to remediate any such material weakness, and management may not be able to remediate any such material weakness in a timely manner.

 

If we fail to implement the requirements of Section 404 in the required timeframe once we are no longer an emerging growth company or a smaller reporting company, we may be subject to sanctions or investigations by regulatory authorities, including the SEC and the Nasdaq. Furthermore, if we are unable to conclude that our internal controls over financial reporting is effective, we could lose investor confidence in the accuracy and completeness of our financial reports, the market price of our securities could decline, and we could be subject to sanctions or investigations by regulatory authorities. Failure to implement or maintain effective internal control over financial reporting and disclosure controls and procedures required of public companies could also restrict our future access to the capital markets.

 

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The waste and recycling industry is highly competitive, and if we cannot successfully compete in the marketplace, our business, financial condition and operating results may be materially adversely affected.

 

Our industry is highly competitive. Competition in the waste and recycling industry is typically based on the quality of services, ease of doing business, and price. We encounter intense competition from governmental, quasi-governmental and private sources in all aspects of our operations. We principally compete with large national waste management companies, counties and municipalities that maintain and manage their own waste collection and disposal operations and regional and local companies of varying sizes and financial resources. Our industry also includes companies that specialize in certain discrete areas of waste management, operators of alternative disposal facilities, companies that seek to use parts of the waste stream as feedstock for renewable energy and other by-products, and other waste brokers that rely upon haulers in local markets to address customer needs. Any shortage of haulers or negative impact on our relationship with haulers in local markets may adversely affect our ability to serve our customers and result in a negative impact to our customer relationships, revenue and growth potential. In recent years, the waste and recycling industry has seen some additional consolidation, which has reduced the number of haulers, though the industry remains intensely competitive.

 

We compete with national waste management companies who may have significantly greater resources than we do and some of whom have and may internally develop services and solutions similar to ours. Counties and municipalities may have financial competitive advantages to us because of their ability to collect tax revenues and issue tax-exempt financing with the associated governmental underwriting bond ratings. In addition, some of our competitors may have lower costs, debt levels or financial expectations than we do, allowing them to reduce their prices to expand their reach or to win competitively-bid contracts, including large national accounts and exclusive franchise arrangements with municipalities. When this happens, we may lose customers and be unable to execute our pricing strategy, resulting in a negative impact to our revenue growth from yield on base business. Any failure to effectively compete would adversely affect our business, financial condition and results of operations.

 

Weakness in the U.S. economy may expose us to credit risk for amounts due from governmental entities, large national accounts, industrial customers and others.

 

Weakness in the U.S. economy, including contractions caused by the COVID-19 pandemic, reduces the amount of taxes collected by various governmental entities. We provide services to a number of these entities, including numerous municipalities. These governmental entities may suffer financial difficulties resulting from a decrease in tax revenue and may ultimately be unable or unwilling to pay amounts owed to us. In addition, weakness in the economy may cause other customers, including our large national accounts, or industrial or environmental services clients, to suffer financial difficulties and ultimately to be unable or unwilling to pay amounts owed to us. Purchasers of our recyclable commodities can be particularly vulnerable to financial difficulties in times of commodity price volatility. The inability of our customers to pay us in a timely manner or to pay increased rates, particularly governmental entities and large national accounts, could negatively affect our business, financial condition and results of operations.

 

The COVID-19 pandemic has adversely affected our business and may continue to do so in the future.

 

During 2021 and continuing into 2022, federal, state and local governments throughout North America, Europe, Asia and other parts of the world have imposed varying degrees of restriction on social, commercial and economic activity to slow the spread of COVID-19. The pandemic and related measures have had a significant adverse impact on many sectors of the economy, including the waste and recycling industry. The resulting business closures, increases in unemployment and loss of consumer financial stability and confidence resulted in waste and recycling volume declines and reductions in customers’ waste service needs, which adversely affected business as well as those of our customers and others within the waste and recycling industry.

 

Our business and the waste and recycling industry have been adversely, and may be materially adversely affected, by the COVID-19 pandemic and the global response. Primarily due to the impact of COVID-19, a number of our customers either closed operations for a period of time and/or reduced operations or on-site work, particularly those in the restaurant and foodservice industries, resulting in the production of less waste and recyclable materials and, consequently, less demand for waste brokerage services. Several of our customers ultimately declared bankruptcy due to the impact of the pandemic. Additionally, within the waste and recycling industry, during the early stages of the pandemic, there was a decrease in the availability of haulers and other industry participants, primarily due to labor shortages. We also incurred some costs related to health, safety and financial security of our workforce during the COVID-19 pandemic, including increased automation in connection with transitioning our workforce to work-from-home. Costs increased for others within the waste and recycling industry as well, in part due to increased vendor costs particularly with respect to owners and operators of landfills and hauling services, many of which guaranteed full-time hourly employees compensation for a 40-hour work week regardless of any service decreases or reduced work schedules. It could be necessary for us and others within the waste and recycling industry to incur additional such costs in the future related to pandemic conditions or in connection with transitioning back to an in-office work environment.

 

We received $10.8 million in loans under the U.S. federal government’s Paycheck Protection Program established under the CARES Act. The receipt and any forgiveness of these loans was dependent on us having initially qualified for the loans and qualifying for forgiveness based on the funds being used for certain expenditures such as payroll costs and rent. We initially elected to repay $2.3 million of the loans during the year ended December 31, 2020. However, the full $10.8 million amount of the loans was forgiven in March and June 2021. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Rubicon,” Note 5 – Contingencies and uncertainties/COVID-19 pandemic and Note 19 – Subsequent events in the notes to our audited consolidated financial statements included elsewhere in this proxy statement/consent solicitation statement/prospectus.

 

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A broad-based economic slowdown resulting from prolonged negative effects of COVID-19 could have significant adverse consequences for the financial condition of our customers or suppliers. As a result, customers may seek to reduce service levels or terminate contracts, or they may be unable to timely pay outstanding receivables owed to us, each of which would adversely affect our results of operations and cash flows. Additionally, such factors have made it more challenging to negotiate, renew or expand service contracts with acceptable pricing terms. Volume changes can fluctuate dramatically by line of business and decreases in volumes in higher margin businesses, such as what we have seen with COVID-19, can impact key financial metrics. Additionally, as stay-at-home orders and work from home trends continue, the demand for our services from our commercial and public customers could continue to negatively impact us. To the extent the landfills and waste haulers experience a deterioration in financial condition or operational capability as a result of the impacts of COVID-19, we may experience material supply chain disruptions and delays, which could also increase our operating costs. If a large portion of our employee base or our hauler base were to become ill, it could impact our ability to provide timely and reliable service. Additionally, the transition of most of our back-office employees to work-from-home increases various operational risks, including potential exposure to cyber incidents, loss of data, fraud, internal control challenges and other disruptions as a consequence of more employees accessing our systems and information remotely in the course of their ordinary work. Many within the waste and recycling industry were exposed to these same risks as well.

 

The COVID-19 pandemic has adversely affected many industries as well as the economies and financial markets of many countries, causing a significant deceleration of economic activity. This slowdown reduced production, decreased demand for a broad variety of goods and services, diminished trade levels and led to widespread corporate downsizing, causing a sharp increase in unemployment. Although some of these impacts have lessened, there are still significant global supply chain issues impacting many different industries. We have also seen significant disruption of and extreme volatility in the global capital markets, which could increase the cost of, or entirely restrict access to, capital. The impact of this outbreak on the United States and world economies is uncertain and these adverse impacts could worsen, impacting all segments of the global economy, and could result in a significant recession or worse, any of which could impact our business.

 

Considerable uncertainty still surrounds the COVID-19 virus and the new strains identified globally as well as the extent and effectiveness of responses taken on a local, national, and global level, including the roll-out and long-term efficacy of vaccines. While we expect the pandemic and related events will have a negative effect on our business and could accelerate or magnify one or more of the risks described in “Risk Factors” or elsewhere in this proxy statement/consent solicitation statement/prospectus, the full extent and scope of the impact on our business and industry as well as on national, regional and global markets and economies is highly uncertain and cannot be predicted. Accordingly, our ability to conduct our business in the manner and on the timelines previously done or presently planned could be adversely affected. Any of the foregoing risks, or other direct or indirect effects of the COVID-19 pandemic that are not currently foreseeable, could materially and adversely affect our business, financial condition and results of operations.

 

Our sales cycles can be long and unpredictable, and our sales efforts require considerable investment of time and expense. If our sales cycle lengthens or we invest substantial resources pursuing unsuccessful sales opportunities, our operating results and growth would be harmed.

 

We have historically incurred significant costs and experienced long sales cycles when selling to customers. The decision to adopt our modules may require the approval of multiple technical and business decision makers, including security, compliance, operations, finance and treasury, marketing, and IT. In addition, before our customers will commit to deploying our modules at scale, they often require extensive education ab