Founder SPAC Shareholders Approve Previously Announced Business Combination with Rubicon Technologies, LLC
03 Agosto 2022 - 1:30PM
Founder SPAC (Nasdaq: FOUN) (“Founder”), a publicly-traded special
purpose acquisition company, today announced that its shareholders
voted to approve the previously announced business combination with
Rubicon Technologies, LLC (“Rubicon”) at Founder’s extraordinary
general meeting of shareholders held on August 2, 2022 (the
“Extraordinary Meeting”).
Over 97% of the votes cast at the Extraordinary
Meeting were cast in favor of the approval of the business
combination. Founder shareholders also voted to approve all other
proposals presented at the Extraordinary Meeting. Founder plans to
file the results of the Extraordinary Meeting, as tabulated by the
inspector of election, with the Securities and Exchange Commission
(the “SEC”) on a Form 8-K.
About Rubicon Rubicon is a
digital marketplace for waste and recycling, and provider of
innovative software-based solutions for businesses and governments
worldwide. Creating a new industry standard by using technology to
drive environmental innovation, the company helps turn businesses
into more sustainable enterprises, and neighborhoods into greener
and smarter places to live and work. Rubicon’s mission is to end
waste. It helps its partners find economic value in their waste
streams and confidently execute on their sustainability goals. To
learn more, visit www.Rubicon.com.
About Founder Founder is a
blank check company whose business purpose is to effect a merger,
capital stock exchange, asset acquisition, stock purchase,
reorganization, or similar business combination with one or more
businesses. While Founder is not limited to a particular industry
or geographic region, the company focuses on businesses within the
technology sector, with a specific focus on the theme of digital
transformation. Founder is led by CEO Osman Ahmed, CFO Manpreet
Singh, and Executive Chairman Hassan Ahmed. The company’s
independent directors include Jack Selby, Steve Papa, Allen
Salmasi, and Rob Theis. Sponsor and advisor Nikhil Kalghatgi leads
the company’s advisory board.
Forward-Looking StatementsThis
press release includes “forward-looking statements” within the
meaning of the “safe harbor” provisions of the Private Securities
Litigation Reform Act of 1995. Founder’s and Rubicon’s actual
results may differ from their expectations, estimates and
projections and consequently, you should not rely on these
forward-looking statements as predictions of future events. Words
such as “expect,” “estimate,” “project,” “budget,” “forecast,”
“anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,”
“believe,” “predict,” “potential,” “continue,” and similar
expressions are intended to identify such forward-looking
statements. These forward-looking statements include, without
limitation, Founder’s and Rubicon’s expectations with respect to
future performance and anticipated financial impacts of the
proposed business combination, the satisfaction of the closing
conditions to the business combination and the timing of the
completion of the proposed business combination. These
forward-looking statements involve significant risks and
uncertainties that could cause actual results to differ materially
from expected results, including factors that are outside of
Founder’s and Rubicon’s control and that are difficult to predict.
Factors that may cause such differences include, but are not
limited to: (1) the outcome of any legal proceedings that may be
instituted against Founder and Rubicon following the announcement
of the proposed business combination and the transactions
contemplated therein; (2) the inability to complete the proposed
business combination, including due to failure to obtain the
approval of the shareholders of Founder, approvals or other
determinations from certain regulatory authorities, or other
conditions to closing; (3) the occurrence of any event, change or
other circumstance that could give rise to the termination of the
proposed business combination or that could otherwise cause the
transactions contemplated therein to fail to close; (4) the
inability to obtain or maintain the listing of the combined
company’s shares on the New York Stock Exchange following the
proposed business combination; (5) the risk that the proposed
business combination disrupts current plans and operations as a
result of the announcement and consummation of the proposed
business combination; (6) the ability to recognize the anticipated
benefits of the proposed business combination, which may be
affected by, among other things, competition and the ability of the
combined company to grow and manage growth profitably and to retain
its key employees; (7) costs related to the proposed business
combination; (8) changes in applicable laws or regulations; (9) the
possibility that Rubicon or the combined company may be adversely
affected by other economic, business, and/or competitive factors;
(10) the combined company’s ability to raise financing in the
future and to comply with restrictive covenants related to
long-term indebtedness; (11) the impact of COVID-19 on Rubicon’s
business and/or the ability of the parties to complete the proposed
business combination; and (12) other risks and uncertainties
indicated from time to time in the definitive proxy
statement/consent solicitation statement/prospectus and other
documents filed, or to be filed, by Founder with the SEC.
Founder cautions that the foregoing list of
factors is not exclusive. Although Founder believes the
expectations reflected in these forward-looking statements are
reasonable, nothing in this press release should be regarded as a
representation by any person that the forward-looking statements or
projections set forth herein will be achieved or that any of the
contemplated results of such forward-looking statements or
projections will be achieved. There may be additional risks that
Founder and Rubicon presently do not know of or that they currently
believe are immaterial that could also cause actual results to
differ from those contained in the forward-looking statements.
Founder cautions readers not to place undue reliance upon any
forward-looking statements, which speak only as of the date made.
Neither Founder nor Rubicon undertakes any duty to update these
forward-looking statements, except as otherwise required by
law.
No Offer or Solicitation
This communication shall not constitute an offer
to sell or the solicitation of an offer to buy any securities, nor
shall there be any sale of securities in any states or
jurisdictions in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended.
Contacts:
Media Contact – RubiconDan
SampsonChief Marketing & Corporate Communications
Officerdan.sampson@rubicon.comRubiconPR@icrinc.com
Investor Relations Contact – RubiconSioban
Hickie ICR, Inc.RubiconIR@icrinc.com
Founder SPAC ContactCody SlachGateway
Group(949) 574-3860FOUN@gatewayir.com
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