Filed by Founder SPAC
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Founder SPAC
Commission File No.: 001-40910
The following frequently asked questions were made available to the employees of Rubicon Technologies, LLC.
| 1. | What was announced today? |
| ● | RubiconÒ is merging with Founder SPAC, commencing a process that will result in Rubicon becoming a public company listed on the New York Stock Exchange. |
| ● | This event will provide financial resources to fund our accelerated growth and to globally scale our leading technology platform for waste and recycling. |
| ● | As a public company, we will be ideally positioned to meet the fast-growing demand for smart waste and recycling software solutions for businesses and governments worldwide. |
| ● | We will continue to operate under the Rubicon name and there will be no meaningful changes to the team or how we operate day to day. It’s business as usual at Rubicon. |
| 2. | Who is Founder SPAC? |
| ● | Founder SPAC is a special purpose acquisition company (SPAC) formed to identify and take a company such as Rubicon public. |
| ● | Founder SPAC has recognized Rubicon's growth potential and our ability to turn businesses into sustainable enterprises and neighborhoods into greener and smarter places to live and work and, ultimately, to deliver on our mission to end waste. |
| ● | We share a commitment to scaling a purpose-driven business that drives change on a global scale. |
| 3. | Why did Rubicon decide to go the SPAC route? |
| ● | The SPAC route provides Rubicon with a fast and efficient way to raise capital and enter the public markets to fund our growth. |
| ● | This event will provide financial resources to fund our accelerated growth and globally scale our game-changing smart waste and recycling solutions software. |
| 4. | Did you consider an IPO? |
| ● | Rubicon evaluated many opportunities to support the company’s growth and execute on our mission. This approach to entering the public markets made the most sense strategically for our company. |
| 5. | When is the deal expected to close / when will Rubicon become public? |
| ● | The transaction is expected to close in the first half of 2022. |
| 6. | Will anything change with Rubicon leadership? |
| ● | Rubicon leadership will remain intact, with Nate Morris continuing as Chief Executive Officer of the combined company. |
| ● | Rubicon's current executive team will continue to lead the combined company. |
| ● | The Board of Directors of the combined company will include representation from Rubicon and Founder SPAC. |
| 7. | What does this mean for me as an employee of Rubicon? |
| ● | We will continue to operate under the Rubicon name and there will be no meaningful changes to the team or how we do business. |
| ● | However, as we enter this new chapter, there are some rules we must all follow. There will be new reporting requirements, some restrictions on financial trading, and the SEC has strict guidelines governing external communications. |
| ● | Among other things, these restrictions concern disclosing what is known as “material, non-public information” (or “MNPI” – descriptions and examples below) to parties outside the company. Should this information be used as the basis upon which buying and selling of Rubicon stock is made, either by you or someone you know (commonly known as “Insider Trading”), there are civil and criminal penalties up to and including the termination of employment, fines, and prison. |
| ● | To avoid delays or any other repercussions the SEC might impose if we do not adhere to these rules, we must avoid speaking publicly about this process and our business metrics and financials. |
| ● | Accordingly, you must refrain from making statements about our company or our performance in open forums (e.g., online, to friends, on Facebook, Twitter, LinkedIn, via email, to existing or prospective customers, etc.). This means you cannot share or promote anything other than what Rubicon puts on our channels. |
| ● | Definition of MNPI: Information may be considered “material” if: |
| ☐ | a reasonable investor would consider it important in making a decision on whether to buy, sell, or hold Rubicon stock; |
| ☐ | a reasonable investor would view the information as significantly altering the total mix of information in the marketplace about the company; or |
| ☐ | the information could reasonably be expected to have a substantial effect on the price of Rubicon stock. |
| ● | Information is “non-public” until it is publicly disclosed: |
| ☐ | Published in such a way to provide broad, non-exclusionary distribution of information to the public; and |
| ☐ | Has been in the public domain for a sufficient period of time to be absorbed by the market and reflected in the price of the stock. |
| ● | Examples of MNPI: |
| ☐ | Financial or operating results |
| ☐ | Mergers, acquisitions, or joint ventures |
| ☐ | Business operations disruptions (e.g. leaks, hacks) |
| ☐ | Changes in senior management |
| ☐ | Current or pending litigation |
| 8. | What do I do if someone from outside Rubicon asks me about this transaction? |
| ● | If someone asks you about Rubicon’s plans to go public or its company fundamentals, the best response is to decline to answer and can say something like, “I can’t speak to that, but I would be happy to connect you with the appropriate team members.” |
| ● | Should you receive any press inquiries or questions from any other external parties, please forward details of the inquiry to Dan.Sampson@rubicon.com who can help handle media requests appropriately during this sensitive time. |
| 9. | How does this benefit me as an employee of Rubicon? |
| ● | Going public will unlock new and exciting opportunities for all of us, as well as provide new resources that will support our vision and mission. |
| ● | We hope our employees will take pride in our collective efforts as we kick off the next chapter in our journey to turn businesses into sustainable enterprises and neighborhoods into greener and smarter places to live and work and, ultimately, end waste. |
| 10. | Can I buy stock in Founder SPAC? |
| ● | You should not be buying or selling the SPAC stock (or encouraging others to do so) because you likely have material non-public information (MNPI) about Rubicon that the other party does not. Trading with MNPI is also referred to as “insider trading” and is illegal. |
| ● | MNPI may include information about Rubicon’s financial performance, the likelihood of being able to close on the business combination, new product/service offerings, developments regarding key suppliers or customers, etc. |
| ● | Trading while in possession of MNPI (either by you, or by someone at your recommendation or “tip”) could have serious consequences for you, including severe fines and jail sentences. It could also risk delaying or jeopardizing the transaction with Founder. |
| ● | If in doubt as to whether you have MNPI, don’t trade. Never provide MNPI to anyone outside of Rubicon. |
Additional Information and Where to Find It
In connection with the proposed business combination between Founder SPAC (“Founder”) and Rubicon Technologies, LLC (“Rubicon”) and the other parties to the Merger Agreement dated December 14, 2021 (the “Merger Agreement”), Rubicon intends to file a registration statement on Form S-4 (the “Registration Statement”) with the U.S. Securities and Exchange Commission (the “SEC”) with respect to Rubicon’s securities to be issued in connection with the proposed business combination, and Founder intends to file a preliminary proxy statement in connection with Founder’s solicitation of proxies for the vote by Founder’s shareholders in connection with the proposed business combination and other matters as described in the proxy statement, as well as the preliminary prospectus relating to the offer of the securities to be issued to Founder’s shareholders in connection with the completion of the business combination. After the Registration Statement has been declared effective, Founder will mail a definitive proxy statement and other relevant documents to its shareholders as of the record date established for voting on the proposed business combination. Founder’s shareholders and other interested persons are advised to read the preliminary proxy statement and any amendments thereto and, once available, the definitive proxy statement/consent solicitation/prospectus, in connection with Founder’s solicitation of proxies for its special meeting of shareholders to be held to approve, among other things, the proposed business combination (the “Special Meeting”), because these documents will contain important information about Founder, Rubicon and the proposed business combination. When available, the definitive proxy statement/consent solicitation statement/prospectus will be mailed to Company shareholders as of a record date to be established for voting on the Business Combination and the other matters to be voted upon at the Special Meeting.
Founder’s shareholders may also obtain a copy of the preliminary proxy statement/prospectus, or definitive proxy statement/prospectus once available, as well as other documents filed with the SEC regarding the proposed business combination and other documents filed with the SEC by Founder, without charge, at the SEC's website located at www.sec.gov or by directing a request to: Founder SPAC, 11752 Lake Potomac Drive, Potomac MD, 20854, Attention: Secretary, (240) 418-2649.
Participants in Solicitation
Founder, Rubicon, and their respective directors and officers may be deemed participants in the solicitation of proxies of Founder shareholders in connection with the proposed business combination. Founder shareholders and other interested persons may obtain, without charge, more detailed information regarding the directors and officers of Founder in Founder’s registration statement on Form S-1 (File No. 333-258158), which was declared effective by the SEC on October 14, 2021. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to Founder shareholders in connection with the proposed business combination and other matters to be voted upon at its Special Meeting will be set forth in the proxy statement/prospectus for the proposed business combination when available. Additional information regarding the interests of participants in the solicitation of proxies in connection with the proposed business combination will be included in the Registration Statement that Rubicon intends to file with the SEC.
Forward-Looking Statements
This communication contains, and certain oral statements made by representatives of Rubicon and Founder and their respective affiliates, from time to time may contain, a number of “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or our future financial or operating performance. When used in this communication, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements include, without limitation, information concerning Rubicon’s or Founder’s possible or assumed future results of operations, business strategies, debt levels, competitive position, industry environment, potential growth opportunities, Rubicon’s and Founder’s expectations with respect to the future performance of the combined company, including whether this proposed business combination will generate returns for shareholder, the anticipated addressable market for the combined company, the satisfaction of the closing conditions to the business combination, and the timing of the transaction.
These forward-looking statements are not guarantees of future performance, conditions, or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside Rubicon’s or Founder’s management’s control, that could cause actual results to differ materially from the results discussed in the forward-looking statements. These risks, uncertainties, assumptions and other important factors include, but are not limited to: (a) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement and the proposed business combination contemplated thereby; (b) the inability to complete the proposed business combination due to the failure to obtain approval of the shareholders of Founder or other conditions to closing in the Merger Agreement; (c) the ability to meet NYSE’s listing standards following the consummation of the proposed business combination; (d) the failure of investors in the PIPE to fund their commitments upon the closing of the proposed business combination; (e) the risk that the proposed business combination disrupts current plans and operations of Rubicon or its subsidiaries as a result of the announcement and consummation of the transactions described herein; (f) the ability to recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (g) costs related to the proposed business combination; (h) changes in applicable laws or regulations, including legal or regulatory developments (such as the SEC’s recently released statement on accounting and reporting considerations for warrants in SPACs) which could result in the need for Founder to restate its historical financial statements and cause unforeseen delays in the timing of the business combination and negatively impact the trading price of Founder’s securities and the attractiveness of the business combination to investors; (i) the possibility that Rubicon may be adversely affected by other economic, business and/or competitive factors; and (j) other risks and uncertainties to be identified in the registration/proxy statement relating to the business combination, when available, and in other documents filed or to be filed with the SEC by Founder and Rubicon and available at the SEC’s website at www.sec.gov.
Rubicon and Founder caution that the foregoing list of factors is not exclusive, and caution readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Except as required by law, neither Founder nor Rubicon undertakes any obligation to update or revise its forward-looking statements to reflect events or circumstances after the date of this release.
No Offer or Solicitation
This communication is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the proposed business combination or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offer 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.
No Assurances
There can be no assurance that the proposed business combination will be completed, nor can there be any assurance, if the proposed business combination is completed, that the potential benefits of combining the companies will be realized.
Information Sources; No Representations
This communication has been prepared for use by Rubicon and Founder in connection with the proposed business combination. The information herein does not purport to be all-inclusive. The information herein is derived from various internal and external sources, with all information relating to the business, past performance, results of operations and financial condition of Founder was derived entirely from Founder and all information relating to the business, past performance, results of operations and financial condition of Rubicon was derived entirely from Rubicon. No representation is made as to the reasonableness of the assumptions made with respect to the information herein, or to the accuracy or completeness of any projections or modeling or any other information contained herein. Any data on past performance or modeling contained herein is not an indication as to future performance.
No representations or warranties, express or implied, are given in respect of this communication. To the fullest extent permitted by law in no circumstances will Founder, Rubicon, or any of their respective subsidiaries, affiliates, shareholders, representatives, partners, directors, officers, employees, advisors or agents, be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of this communication, its contents (including without limitation any projections or models), any omissions, reliance on information contained within it, or on opinions communicated in relation thereto or otherwise arising in connection therewith, which information relating in any way to the operations of Rubicon has been derived, directly or indirectly, exclusively from Rubicon and has not been independently verified by Founder. Neither the independent auditors of Founder nor the independent auditors of Rubicon audited, reviewed, compiled, or performed any procedures with respect to any projections or models for the purpose of their inclusion in this communication and, accordingly, neither of them expressed any opinion or provided any other form of assurances with respect thereto for the purposes of this communication.