Rubicon Technologies, LLC entered into a definitive agreement to acquire Founder SPAC (NasdaqGM:FOUN) from a group of shareholders for $1.5 billion in a reverse merger transaction on December 15, 2021. Rubicon shareholders will rollover 100% of outstanding equity for $1.483 billion. The transaction will provide gross proceeds of approximately $432 million comprised of Founder SPAC's $321 million of cash held in trust, and a $111 million fully committed common equity PIPE including investments from Palantir Technologies, the New Zealand Super Fund, and Rodina Capital. In connection with its proposed business combination with Rubicon Technologies, LLC, On August 4, 2022, Founder SPAc entered into a forward purchase agreement for up to $150 million with ACM ARRT F LLC, where Seller intends, but is not obligated, to purchase (a) Class A ordinary shares, par value $0.0001 per share, of FOUN (the “Shares”) after the date of the Forward Purchase Agreement from holders of Shares (other than FOUN or affiliates of FOUN. Founder filed a registration statement on Form S-4 with the U.S. Securities and Exchange Commission on February 1, 2022. As part of the transaction, Founder SPAC will voluntarily transfer the listing of its Class A ordinary shares and public warrants from the Nasdaq Stock Market LLC (“Nasdaq”) to the New York Stock Exchange (“NYSE”). Upon closing of the transaction, the combined company will be named Rubicon Technologies, Inc. The shares of Class A common stock and public warrants of Rubicon Technologies, Inc., are expected to begin trading under the stock symbols “RBT” and “RBT WS”, respectively, in early August 2022. Rubicon shareholders will rollover 100% of outstanding equity and own 75% of the combined company. Nate Morris, Andres Chico, Coddy Johnson, Paula Henderson, Osman Ahmed, Jack Selby, Ambassador Paula J. Dobriansky, Barry Caldwell, and Brent Callinicos, to serve on the board of directors of New Rubicon until their respective successors are duly elected and qualified

The transaction is subject to approval by stockholders of Founder SPAC and Rubicon Technologies, Founder SPAC has at least $5 million of net tangible assets, expiration or termination of the waiting period (or any extension thereof) applicable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, registration statement shall have become effective, governmental authority and satisfaction or waiver of other customary closing conditions. The Boards of Directors of Founder SPAC and Rubicon have approved the proposed transaction. As of July 6, 2022, Founder filed a registration statement on Form S-4 with the U.S. Securities and Exchange Commission on February 1, 2022. Founder's registration statement on Form S-4, relating business combination has been declared effective by the U.S. Securities and Exchange Commission. Founder SPAC y announced that it will voluntarily transfer the listing of its Class A ordinary shares and public warrants from the Nasdaq Stock Market LLC (“Nasdaq”) to the New York Stock Exchange along with Founder provided Nasdaq with notice of its intent to delist its Class A ordinary shares and public warrants from Nasdaq in early August 2022. The Founder SPAC shareholders approved the transaction at its extraordinary general meeting of shareholders held on August 2, 2022. The transaction is expected to be completed in the second quarter of 2022. As of July 25, 2022, the transaction is expected to close in the third quarter of 2022.

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. Michael Blankenship, James R. Brown and Louis B. Savage, J. Dean Hinderliter of Winston & Strawn, LLP is serving as legal advisors to Founder SPAC. Orin Snyder, Saee Muzumdar and Evan D'Amico of Gibson, Dunn & Crutcher LLP and Scott A. Augustine and Erica L. Opitz of Chamberlain, Hrdlicka, White, Williams & Aughtry, P.C. acted as the legal advisors for Rubicon Technologies, LLC. Laurel Hill Advisory Group, LLC with a service fee of $9,500 and Morrow & Co., LLC with a service fee of $35,000 acted as information agents and Continental Stock Transfer & Trust Company acted as transfer agent to Founder SPAC.