United States securities and exchange commission logo
June 1, 2022
Osman Ahmed
Chief Executive Officer
Founder SPAC
11752 Lake Potomac Drive
Potomac, MD, 20854
Re: Founder SPAC
Amendment No. 2 to
Registration Statement on Form S-4
Filed May 12, 2022
File No. 333-262465
Dear Mr. Ahmed:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our May
2, 2022 letter.
Amendment No. 2 to Registration Statement on Form S-4
Unaudited Pro Forma Condensed Combined Financial Information
Unaudited Pro Forma Condensed Balance Sheet, page 125
1. Give pro forma balance
sheet effect to the tax receivable agreement. To the extent such
adjustments will vary
due to the uncertainty of future factors, please describe in a footnote
to the pro forma
financials this circumstance and the range of possible results. Also,
provide a comprehensive
discussion of the tax receivable agreement in the introduction to
the pro forma financial
statements including the estimated tax benefits to New Rubicon
subject to the tax
receivable agreement and the related undiscounted payable to the TRA
Holders if all of the
outstanding Class B Units are immediately exchanged. In addition,
please describe the
facts and circumstances of the termination payment.
Osman Ahmed
Founder SPAC
June 1, 2022
Page 2
2. Regarding the Non-Controlling Interests, please describe in footnote
(l) how they
are contingently redeemable and advise us. Tell us if a future
redemption could be for
cash and, if so, explain to us your consideration of whether the
amounts involved should
be classified outside of permanent equity in accordance with ASC
480-10-S99-3.
Management's Discussion and Analysis of Financial Condition..., page 167
3. Please discuss in detail the nature and terms of the Tax Receivable
Agreement including
the anticipated impact on future results of operations and liquidity.
Components of Results of Operations, page 169
4. Please revise to quantify the extent to which you expect that trends
in your operating
results will be impacted by the recognition of stock based
compensation expense upon the
completion of the merger.
Key Metrics and Non-GAAP Financial Measures
Exit rate revenue, page 175
5. We note your response to prior comment 5. So that we may better
understand this metric
and its usefulness to investors, please address the following:
Provide us with a detailed example showing the specific inputs you
use to calculate
this metric as of period-end.
Explain why you believe it is appropriate to include estimates of
forecasted
annualized revenue for recently executed contracts whose related
services have not
commenced as of period-end and may not begin for up to 90 days.
For recently executed contracts whose related services may not begin
for up to 90
days, tell us how you determined the amount of forecasted annualized
revenue to
include in your calculation of ERR as of period-end.
Clarify if your calculation of ERR also excludes revenue from
contracts where you
ceased providing services either as of period-end and/or are
expected to cease
providing services after period-end. If so, explain how you
determined the amount of
revenue to exclude. If not, please explain why these amounts are not
excluded.
Tell us about your historical customer renewal rates and how you
considered
customer churn in your ERR calculation.
Explain why you believe that annualizing revenue from the sale of
recycling
commodities accurately depicts recurring revenue. Unlike service
revenues that are
recognized over time, this revenue stream is recognized at a point
in time and is
highly sensitive toAhmed
FirstName LastNameOsman fluctuations in the price of recyclable
commodities.
Comapany
6. NameFounder
Please SPAC
revise the name of your exit rate revenue metric to exclude the
reference to
"revenue"
June 1, 2022 Page 2which could be confusingly similar to GAAP revenue.
FirstName LastName
Osman Ahmed
FirstName LastNameOsman Ahmed
Founder SPAC
Comapany
June 1, 2022NameFounder SPAC
June 1,
Page 3 2022 Page 3
FirstName LastName
Adjusted gross profit and Adjusted gross profit margin, page 176
7. We note your response to prior comment 6. Please revise to clarify
what is meant by the
statement that adjusted gross profit and adjusted gross profit margin
provide "additional
information regarding the markup and margin we charge that are
incremental to our
marketplace vendor costs." Please also revise to more clearly explain
how management
uses adjusted gross profit and adjusted gross profit margin to assess
your digital platform's
operating performance.
Exit rate adjusted gross profit, page 177
8. We note your response to prior comment 9. In light of the fact that
your calculation of
ERAGP and ERAGP margin rely heavily upon your calculation of ERR, we
are
considering your response and may have further comments based upon the
outcome of our
comments on ERR.
You may contact Lisa Etheredge, Senior Staff Accountant, at (202)
551-3424 or Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions
regarding
comments on the financial statements and related matters. Please contact
Priscilla Dao, Staff
Attorney, at (202) 551-5997 or Jeff Kauten, Staff Attorney, at (202) 551-3447
with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: James R. Brown