Founder SPAC

PROPOSED BUSINESS COMBINATION: Rubicon Technologies, LLC

ENTERPRISE VALUE: $1.697 billion

ANTICIPATED SYMBOL: RBT

Founder SPAC proposes to combine with Rubicon Technologies, a certified B-Corporation and innovative software platform that provides smart waste and recycling solutions for businesses and governments worldwide.

Founded in 2008, Rubicon is the world’s largest digital marketplace for waste and recycling, and a global leader in providing cloud-based waste and recycling solutions to businesses and governments. As the digital challenger to status quo waste companies, the company has developed and commercialized proven, cutting-edge software that brings transparency and environmental innovation to the waste and recycling industry, enabling customers to make data-driven decisions that lead to more efficient and effective operations and yields more sustainable outcomes. Using proprietary technology in Machine Learning, Artificial Intelligence (AI), computer vision, and Industrial Internet of Things (IoT), for which the company has secured more than 50 U.S. and international patents, Rubicon has built the world’s leading technology platform aimed at modernizing the centuries-old $2.1 trillion global waste and recycling industry. Fast Company named Rubicon to its annual list of the “World’s Most Innovative Companies” for 2021.

Through its suite of cutting-edge software solutions, Rubicon has driven innovation in one of the business world’s toughest industries, reimagined the customer experience, and empowered a wide range of customers, from small businesses to Fortune 500 companies, to municipal and city agencies, to optimize their waste handling and recycling programs. The implementation of Rubicon’s solutions enables customers to find significant economic value in their physical waste streams by improving business processes, reducing costs, and saving energy while helping those customers confidently execute their sustainability goals.

Rubicon’s long-term recurring revenue streams, low customer churn rate, triple-digit net revenue retention rate, and impressive growth trajectory since inception distinguish the company as the global leader in optimizing the waste and recycling industry. Annual revenues validate the inherent value of Rubicon’s solutions which are expected to exceed $577 million in 2021, with an enviable roster of Blue-Chip customers, including corporations such as Apple, Walmart, Starbucks, Chipotle, and FedEx, as well as major U.S. city governments including Kansas City, MO, Baltimore, MD, and Columbus, OH.

SUBSEQUENT EVENT – 8/5/22 – LINK

• Founder SPAC, in connection with its proposed business combination with Rubicon Technologies, announced that it has entered into a forward purchase agreement for up to $150 million with ACM ARRT F LLC.
• Seller intends, but is not obligated, to purchase
  • (a) Class A ordinary shares of FOUN (the “Shares”) after the date of the Forward Purchase Agreement from holders of Shares (other than FOUN or affiliates of FOUN) who have elected to redeem Shares (the “Recycled Shares”) 
  • (b) Shares in an issuance from FOUN at a price per Share equal to the Per-Share Redemption Price (the “Additional Shares” and, together with the Recycled Shares, the “Subject Shares”).
  • In addition, Seller has agreed to purchase 1,000,000 Shares from Redeeming Holders (the “Separate Shares”).
  • The aggregate total Subject Shares will be 15,000,000 (the “Maximum Number of Shares”).
  • Seller also may not beneficially own greater than 9.9% of the Shares on a post-combination pro forma basis. 
• The Forward Purchase Agreement provides that not later than one local business day following the closing of the proposed business combination with Rubicon Technologies, FOUN will pay to Seller, out of funds held in FOUN’s trust account
  • (a) an amount equal to
    • (x) the Per Share Redemption Price (the “Initial Price”) multiplied by the number of Subject Shares on the date of such prepayment, less
    • (y) 50% of the product of the Subject Shares on the date of such prepayment multiplied by $1.33 (the “Prepayment Shortfall”) and
  • (b) an amount equal to the product of the Separate Shares multiplied by the Per-Share Redemption Price.
• FOUN shall be entitled to 50% of such net proceeds (including commissions) from the Shortfall Sales, which shall be paid in cash to FOUN following the sale of the Shortfall Sales. In connection with all Shortfall Sales, FOUN will be obligated to issue additional Shares to Seller equal to the number of Shares sold pursuant to such Shortfall Sale (the “Reissued Shares”).
• Seller may, in its discretion, sell Subject Shares, the effect of which is to terminate the Forward Purchase Agreement in respect of such Subject Shares sold (the “Terminated Shares”).
  • FOUN shall be entitled to proceeds from such sales of Terminated Shares (other than any Subject Shares sold in Shortfall Shares) equal to the product of
    • (x) the number of Terminated Shares multiplied by
    • (y) the Forward Price. Following the Closing, the “Forward Price” will initially be the Per-Share Redemption Price, but will be adjusted on a monthly basis to the lower of
      • (a) the then-current Forward Price,
      • (b) the Per-Share Redemption Price, and
      • (c) the volume weighted average price (“VWAP”) price of the last trading day of the prior month, but not lower than $6.00; provided, however, that if FOUN offers and sells Shares, or currently outstanding or future issued securities are exercised or converted, at a price lower than then then-current Forward Price (the “Offering Price”), but excluding certain issuances, then the Forward Price shall be adjusted to the Offering Price.
• In the event that VWAP price per Share (a) within the first 90 days following Closing, is less than $3.00 per Share 20 trading days during any 30 trading day period or (b) from the 91st day following the Closing, is less than $5.00 per Share 20 trading days during any 30 trading day period, then Seller may accelerate the maturity date, which otherwise will be the third anniversary of the closing of FOUN’s Business Combination.
  • Upon the occurrence of the Maturity Date, FOUN is obligated to pay to Seller an amount equal to the product of:
    • (a) (x) the Maximum Number of Shares, less
      • (y) the number of Terminated Shares, plus (z) Shortfall Shares that constitute Terminated Shares, multiplied by
    • (b) $2.00 (the “Maturity Consideration”).
  • The Maturity Consideration shall be payable by FOUN as equity, issued in Shares, with a per Share issue price based on the average daily VWAP Price over 30 Scheduled Trading Days commencing on
    • (i) the Maturity Date to the extent the Shares used to pay the Maturity Consideration are freely tradeable by Seller, or
    • (ii) if not freely tradeable by Seller, the date on which the Shares used to pay the Maturity Consideration are registered under the Securities Act and delivered to Seller, which will be payable on a net basis with Shares the Seller continues to hold at the Maturity Date
• The Forward Purchase Agreement may be terminated if any of the following events occurs:
  • (a) failure to consummate the Business Combination within two weeks of the date of the Forward Purchase Agreement,
  • (b) termination of the Business Combination,
  • (c) occurrence of a material adverse change (as detailed in the Forward Purchase Agreement) and
  • (d) receipt by FOUN of less than $100 million in proceeds pursuant to the Subscription Agreements, dated as of December 15, 2021, entered into by FOUN and certain investors.
• Upon such a termination event, a breakup fee is payable equal to
  • $5,000 in structuring fees
  • $500,000,
  • up to $75,000 in legal fees, and
  • costs and expenses incurred in connection with the acquisition of Subject Shares in an amount not to exceed $0.10 per Share.

TRANSACTION

• The business combination values Rubicon at an implied $1.7 billion pro forma enterprise value, at a price of $10.00 per share, assuming no redemptions by Founder SPAC shareholders.
• The boards of directors of Founder SPAC and Rubicon have approved the proposed transaction, which is expected to be completed in the second quarter of 2022, subject to, among other things, the approval by Founder SPAC’s stockholders and satisfaction or waiver of other customary closing conditions.
  The transaction will result in gross proceeds of approximately $432 million to Rubicon, including a $111 million fully committed PIPE, anchored by Palantir Technologies, the New Zealand Super Fund, and Rodina Capital.

PIPE

• $111,000,000 of Surviving Pubco Class A shares at $10.00 per share
  • Anchored by Palantir Technologies, the New Zealand Super Fund, and Rodina Capital.

MERGER CONSIDERATION

• Concurrent with the Merger, Company Interests will automatically be canceled and cease to exist, and be converted into the right to receive securities in the Company and/or Pubco as follows:
  • Pubco will be issued Class A Units in the Company and holders of Company Interests immediately before the Closing, other than the Blocker Companies, will be issued Class B Units in the Company.
  • Pubco will issue to the Continuing Rubicon Unitholders a number of Surviving Pubco Class V shares equal to the number of Class B Units of the Company issued to the Continuing Rubicon Unitholders.
  • Blocked Unitholders immediately before the Closing will be issued Surviving Pubco Class A shares.
  • Phantom Unitholders and certain current and former directors, officers, and employees of the Company will be entitled to receive restricted Surviving Pubco Class A shares, issuable pursuant to the adoption of Pubco’s equity incentive plan and the effectiveness of a registration statement filed by Pubco on Form S-8 following the Closing.
    • Restricted Surviving Pubco Class A shares will vest six months following the Closing.
• In addition to the securities issuable at the Closing and pursuant to the Incentive Plan, certain officers and employees of the Company will be entitled to one-time cash payments.
  • Any Cash Transaction Bonuses in excess of $17.5 million in the aggregate will reduce the Merger consideration set forth above on a dollar for dollar basis.
  • The total Merger consideration issuable by the Company and Pubco to holders of Company Interests, prior to any deduction as a result of the Excess Cash Transaction Bonus Amount, is equal to $1.5 billion.

EARNOUT

• Holders of Company Units (other than Phantom Unitholders) immediately before the Closing will also be entitled to receive a pro-rata portion of the number of:
  • (i) Surviving Pubco Class A shares and
  • (ii) Class B Units and Surviving Pubco Class V Shares equal, in the aggregate, to 10,389,359, depending upon the performance of Surviving Pubco Class A shares during the five (5) year period after the Closing.
    • Tier I Share price Target (50%)
      • When the VWAP equals or exceeds $14.00 for 20-30 trading days
    • Tier II Share price Target (50%)
      • When the VWAP equals or exceeds $16.00 for 20-30 trading days

LOCK-UP

• Sponsor and the Company
  • 180 days after the completion of the Merger

NOTABLE CONDITIONS TO CLOSING

• The Company has separate closing conditions, including, among others that the sum of the amount in the Acquiror’s trust account at the Closing plus the proceeds of the PIPE Financing, equals or exceeds $111 million.

NOTABLE CONDITIONS TO TERMINATION

• By Company or Acquiror if the Closing has not occurred on or before the date that is eight (8) months after the date of the Merger Agreement. (8/16/2022)

ADVISORS

• Moelis & Company LLC is serving as exclusive financial advisor to Founder SPAC.
• Cohen & Company Capital Markets a division of J.V.B. Financial Group, LLC is serving as financial advisor to Rubicon.
• Cohen & Company Capital Markets and Moelis & Company LLC are serving as placement agents to Founder SPAC.
• Jefferies LLC is serving as exclusive capital markets advisor to Founder SPAC.
• Winston & Strawn, LLP is serving as legal advisor to Founder SPAC.
• Gibson, Dunn & Crutcher LLP is serving as legal advisor to Rubicon.

MANAGEMENT & BOARD

Executive Officers

Hassan Ahmed, 63
Director and Executive Chairman

Hassan Ahmed was most recently Chairman and CEO of Affirmed Networks, which he co-founded in 2010. Mr. Ahmed was responsible for all aspects of the company’s operations and oversaw its sale to Microsoft in April 2020. From 1999 to 2008, Mr. Ahmed was Chairman and CEO of Sonus Networks, a company that actively transformed telephony. Mr. Ahmed led Sonus Networks for ten years, overseeing the company through its IPO on the Nasdaq in 2000. Before joining Sonus, Mr. Ahmed was EVP and GM of the Core Switching division of Ascend Communications (acquired by Lucent for $20.3 billion) and Chief Technology Officer of Cascade Communications (acquired by Ascend for $3.7 billion). He also served on the Board of Directors at Airvana Networks until it was acquired by Siris Capital. Currently, Mr. Ahmed is a member of the Board of Directors of Ciena Corp (NYSE: CIEN) and KINS Technology Group (NASDAQ: KINZU, KINZ, KINZW) and a Senior Advisor at Charles River Ventures. Mr. Ahmed holds a BS in Electrical Engineering and an MS in Aerospace Engineering from Carleton University. He also received a PhD in Electrical Engineering from Stanford University. Mr. Ahmed was selected to serve on the board due to his business experience and experience in the technology sector.

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Osman Ahmed, 34
Director and Chief Executive Officer

Osman Ahmed has significant principal investment experience from origination through exit in B2C and B2B platforms. Mr. Ahmed is currently an investor at KCK Group, a position he has held since 2015. Mr. Ahmed was previously the CFO at Beehive3D, a KCK Group Portfolio company, and has held roles at Volition Capital, Scale Venture Partners, and Stifel Financial. Mr. Ahmed currently serves on the Board of Directors of Harvest Sherwood Food Distributors and KCK Frontier Investments Ltd. From 2018 to 2020, Mr. Ahmed served on the Board of Directors of Kaidee and, from 2015 to 2016, was a Board Observer at Hibernia Networks. Previously, Mr. Ahmed was a Board Observer at Yield Engineering Systems and Emerging Markets Property Group. Mr. Ahmed has led and participated in investment rounds for companies such as Axcient (acquired), Hibernia Networks (acquired), RingCentral (IPO), TraceLink (active), and Kaidee (acquired). Mr. Ahmed holds a BS in Computer Science from the University of Southern California and an MBA from the University of Chicago Booth School of Business. Mr. Ahmed was selected to serve on the board due to his experience in the technology industry.

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Manpreet Singh, 38
Chief Financial Officer

Manpreet Singh is the founder and Chief Investment Officer of Singh Capital Partners (SCP), a multifamily office that directs investments into venture capital, private equity, and real estate. SCP invests capital on behalf of Fortune 500 CXOs, unicorn founders, and operators and has executed investments in North America, Europe, and Asia. Mr. Singh has made over 50 private investments over the last decade including Baazarvoice, Alibaba, Uber, Spotify, Duo, PayTM, Impossible Foods, Cohesity, DocSend, SoFi, Carta, SpaceX, MindBody, Robinhood, and Postmates. Prior to starting SCP, Mr. Singh was the Co-Founder and President of TalkLocal, a venture backed local services marketplace that serviced customers in 49 states and placed over 2 million calls to contractors. Prior to TalkLocal, Mr. Singh was the longest tenured employee at Profit Investment Management (PIM), a DC-based firm where he helped to grow assets under management from $20 million to over $2 billion through various roles in trading, marketing, research, investing, and operations. He was eventually responsible for managing over $1 billion invested across technology companies globally while at the firm. Mr. Singh serves on the boards of Acquco, US Inspect, Snowball Industries, Embrace Software, Shukr Investments, the Suburban Hospital Foundation, and the Dingman Center at the Smith School of Business. Mr. Singh received his MBA from the Wharton School of Business in Entrepreneurship, Finance, and Real Estate. He also holds a B.S. in Finance with a citation in Entrepreneurship from the University of Maryland, College Park, and is a CFA charterholder.

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Board of Directors

Rob Theis, 59
Director Nominee

Rob Theis is the General Partner of World Innovation Lab with more than 18 years of venture capital experience. Mr. Theis invests in a broad range of multi-stage technology companies with exceptional growth potential. Over the course of his career at various VC funds, Mr. Theis has led investments in over 25 companies, including, Auth0, Automation Anywhere, BirdEye, BrightRoll, Digital Shadows, DocuSign, Fortinet, HubSpot, PGP, RingCentral, and VanceInfo. Formerly, Mr. Theis was a Managing Director of Scale Venture Partners, Sun Microsystems, General Partner of DCM Ventures, EVP at New Era Networks, and Product Manager of SGI. Currently, he serves on the Board of Directors at RingCentral. Mr. Theis was selected to serve on the board due to his experience in the technology and venture capital industries.

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Steve Papa, 48
Director Nominee

Steve Papa is the CEO and founder of Parallel Wireless, a member of the Board of Directors of Desktop Metal and Chairman of Toast. As a founder and CEO of Endeca, Mr. Papa reimagined the database to support faceted information, ultimately leading to Oracle acquiring the company for $1.1 billion (Oracle’s 6th largest acquisition at the time). Mr. Papa was a member of the team creating Akamai that reimagined global internet content distribution – now carrying peaks of 15 terabits/s of web traffic on any given day. Mr. Papa also led the team at Inktomi that reimagined the network cache to create carrier class caching. Mr. Papa also worked with AT&T / Teradata where enterprise computing was reimagined with the first use of Intel processors for enterprise servers. Mr. Papa was selected to serve on the board due to his experience in the technology industry.

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Allen Salmasi, 66
Director Nominee

Allen Salmasi is a pioneer in the wireless industry with over 40 years of experience building leading edge companies. Currently, Mr. Salmasi is the CEO of both Veea, a provider of comprehensive full stack solutions for edge computing and communications, and NLabs, a family office investment firm. Previously, Mr. Salmasi served as Chairman, CEO and President of NextWave Wireless Inc. which developed and implemented the first Mobile Virtual Network Operator (MVNO) service with MCI Corp. Prior to joining NextWave, Mr. Salmasi was the President of the Wireless Division and Chief Strategy Officer of Qualcomm. Mr. Salmasi currently serves on the Board of Directors of mimik Technology Inc., the Korea Information and Communications Company and is the Chairman of the Board at OncoSynergy and NLabs. He was previously on the Board of Directors at Qualcomm. Mr. Salmasi was selected to serve on the board due to his experience in the wireless technology industry.

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Jack Selby, 47
Director Nominee

Jack Selby is a technology and finance executive who brings more than 20 years of experience. Currently, Mr. Selby is a Managing Director at Thiel Capital, the family office of Peter Thiel. As a “PayPal Mafia” member, Mr. Selby co-founded, Clarium Capital Management, after selling PayPal to eBay in October 2002 for $1.5 billion. At PayPal, Mr. Selby joined as an early employee and later served as a Senior Vice President, overseeing the company’s international and corporate operations. Mr. Selby is an active technology investor and adviser. He was an early investor in Affirm, Bird, Myeloid Therapeutics, and SpaceX, and facilitated several investments in Palantir over the company’s lifespan. Mr. Selby was also a formal member of the advisory boards of Blend and Offerpad. In addition to his responsibilities at Thiel Capital, Mr. Selby is currently a member of the Board of Directors of the Arizona Commerce Authority, a co-host/founder of the Arizona Technology Innovation Summit with Governor Doug Ducey, Chairman of invisionAZ, and Co-founder and member of the Board of Directors for the Wyoming Global Technology Partnership with Governor Mark Gordon. He received a BA in Economics from Hamilton College where he is a member of the Board of Trustees. Mr. Selby was selected to serve on the board due to his experience in managing and investing in companies in the technology industry.

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