SPACInsider Logo
Founder SPAC (FOUN) Adds FPA of Up to $150M
by Nicholas Alan Clayton on 2022-08-05 at 9:46am

Founder SPAC (NASDAQ:FOUN) announced this morning that it has entered into a forward purchase agreement (FPA) of up to $150 million to help secure its combination with Rubicon Technologies.

The parties gained approval of the deal at Founder SPAC’s special meeting August 2, but this move could reflect putting in protections in the event redemptions are higher than expected in conjunction with the completion vote. And while Founder SPAC is required to deliver $111 million in cash in order for the deal to close, this is already fully covered by the transaction’s $111 million PIPE.

However, this might also have to do with meeting Nasdaq’s listing standards post-closing.  In order to maintain a Nasdaq listing a de-SPAC needs at least 1,000,000 unrestricted publicly held shares that are not subject to contractual lock-up restrictions and that are held by at least 300 “round lot” holders with stock valued at at least $2,500.

This FPA represents a hybrid backstop by which Delaware-registered ACM ARRT F has agreed to purchase 1,000,000 shares from redeeming shareholders and may buy up to 15,000,000 of such shares as long as this would not represent more than 9.9% of the combined company’s equity. Another $150 million in the mix would give the company flexibility while it expects $736 million in revenue in 2022E.

The terms of this FPA are complex and outlined in full on Founder SPAC’s profile page. But, what it amounts to is keeping an undetermined amount of capital in with the de-SPAC on terms that are not cheap, but will be more fortuitous should the company trade well under the current market conditions.

The parties initially announced the $1.7 billion merger on December 16. Lexington, Kentucky-based Rubicon connects businesses and local governments to independent waste haulers through a cloud-based platform that gives them hard data on their recycling impacts.

In April, Rubicon announced a strategic partnership with PIPE investor Palantir (NYSE:PLTR) to develop a joint go-to-market strategy for commercializing new subscription products and supporting workflows analyzing waste and recycling data from its platform.


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.
Recent Posts
by Kristi Marvin on 2023-02-04 at 12:57am

Terms Tracker for the Week Ending February 3, 2023 Welcome to our weekly column where we discuss the findings from our IPO terms tracker based on the previous week’s pricings. The month of February started with an IPO, thanks to the pricing of Cetus Capital Acquisition Corp (Nasdaq: CETU) which began trading on February 1....

by Marlena Haddad on 2023-02-03 at 5:50pm

Forest Road II (NYSE:FRXB) and 10X Capital Venture III (NYSE:VCXB) both announced this afternoon that they have mutually terminated their business combinations. Forest Road II intended to combine with transportation technology developer HyperloopTT, but the parties decided to nix the deal due to timing constraints along with unfavorable market conditions. Tom Staggs and Kevin Mayer, Co-CEOs and...

by Marlena Haddad on 2023-02-03 at 5:30pm

Intelligent Medicine Acquisition Corp. (NASDAQ:IQMD) and AMCI Acquisition Corp. II (Nasdaq: AMCI) announced this afternoon that they have adjourned their special meetings with shareholders. Intelligent Medicine originally scheduled its meeting to be held today, but is now postponing its vote until Wednesday, February 8. Stockholders may elect to redeem their shares by no later than...

by Marlena Haddad on 2023-02-03 at 11:41am

  Below is a daily summary of links to the latest SPAC news and rumors gathered across the web.  Latest SPAC News: Comcast dumps 18.5% of its BuzzFeed stock Comcast Dumps 6 Million Shares of Buzzfeed After Media Company Finally Gets a Bump Comcast dumped 18.5% of its BuzzFeed (NASDAQ:BZFD) stock in recent days, reducing its...

by Nicholas Alan Clayton on 2023-02-03 at 11:37am

Viveon Health (NYSE:VHAQ) announced this morning that it is unilaterally terminating its combination with Suneva Medical “based upon material breaches” of the merger agreement. The SPAC did not elaborate further on its claims against Suneva, but noted it will continue on and seek a new business combination. Just last week, Viveon Health was working to...

Privacy Policy|Terms Of Use
Copyright © 2023 SPACInsider, Inc. All Rights Reserved