Rubicon to Go Public Through Merger With Founder SPAC

EXINGTON, Ky. -- Rubicon® (or the “Company”), a certified B-Corporation and innovative software platform that provides smart waste and recycling solutions for businesses and governments worldwide, and Founder SPAC (“Founder”) (Nasdaq: FOUN), a publicly-traded special purpose acquisition company, announced today a definitive agreement that will result in Rubicon becoming a publicly listed company. Upon closing of the transaction, the combined company will be named Rubicon Technologies and be listed on the New York Stock Exchange under the new ticker symbol “RBT.” The company will continue to be based in Lexington, Kentucky, and led by Nate Morris, Founder and Chief Executive Officer of Rubicon, and other key executive leadership.

Leading Technology Company in Waste and Recycling Innovation

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.       

Management Commentary

Nate Morris, Founder and Chief Executive Officer of Rubicon commented, “Historically, waste has been an overlooked issue but in Rubicon we have built a different kind of company, one that has sought to address the entrenched shortcomings of the industry and bring the issue of waste into the public consciousness. As a Lexington, Kentucky-based company, our proven track record of environmental innovation shows that transformational ideas can come from anywhere, and demonstrates the power of forward-thinking businesses to drive positive change in our world. This transaction reflects a transformative step in our company’s long, successful track record. While the waste and recycling category is highly resilient, it is ripe for improvements in efficiency and sustainability, and the successful execution of our growth strategy will help propel the industry into the current age of digitization while facilitating the broader sustainability goals of customers and communities around the world. In doing so, we are creating a new standard for the waste and recycling category.”  

Osman Ahmed, Chief Executive Officer of Founder SPAC, said, “Our main thesis with Founder SPAC was to partner with an iconic company enabling digital transformation in a significant end market. We are pleased to have found that partner in Rubicon, who is transforming a multi trillion-dollar industry which has remained essentially unchanged for centuries. Nate is a visionary CEO who has driven innovation in one of the toughest categories in the business world, delivering value to Rubicon’s hauling and recycling partners and the customers they serve. Under his leadership, Rubicon has achieved significant scale with marquee customers while delivering industry-leading growth, strong customer retention, and a clear path to profitability. We at Founder SPAC are excited to partner with Rubicon as it continues to build on its impressive growth trajectory as a public company.”

Financial Scale with Track Record of Rapid Growth

Since Rubicon’s inception in 2008, the company grew to over $500 million in annual revenues in 2020. The company has built an extensive network of more than 8,000 hauling and recycling partners and more than 8 million worldwide service locations. Rubicon expects to increase growth in the coming years as the company’s international markets expand and new customers are added to existing markets. Rubicon’s rapid expansion strategy has been executed in conjunction with a disciplined focus on operational efficiency and cost controls. Continued margin expansion is expected to accompany further growth at Rubicon as it realizes improved economies of scale, increased supplier density, and growth in its higher-margin SaaS products.

Transaction Overview

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 (assuming no redemptions and prior to the payment of transaction expenses), including a $111 million fully committed PIPE, anchored by Palantir Technologies, the New Zealand Super Fund, and Rodina Capital.  

Additional information about the proposed transaction, including a copy of the merger agreement and investor presentation, will be provided in a Current Report on Form 8-K to be filed by Founder SPAC with the Securities and Exchange Commission and available at https://www.sec.gov/.

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.

Investor Conference Call Information

Rubicon and Founder SPAC will host a joint investor conference call at 8:30 AM ET today, December 16, 2021, to discuss the proposed transaction. To listen to the prepared remarks via telephone, dial 1-877-407-3982 (U.S.) or 1-201-493-6780 (International), and an operator will assist you. A telephone replay will be available at 1-844-512-2921 (U.S.) or 1-412-317-6671 (International), passcode: 13725606, through December 30, 2021 at 11:59 PM ET. A transcript of this conference call can also be found on Rubicon’s Investor page and will be filed by Founder SPAC with the SEC.

About Rubicon

Rubicon is a Lexington, Kentucky-based software platform that provides innovative waste and recycling solutions for businesses and governments worldwide. 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 their sustainability goals. Learn more at Rubicon.com.

About Founder SPAC

Founder SPAC 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 SPAC 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.