At long last, Rubicon Technologies LLC's merger with a special purpose acquisition company (SPAC) was approved this week.
The Lexington, Kentucky-based company, which provides smart waste and recycling solutions to businesses and governments worldwide, initially announced its intent to go public via the SPAC deal in December 2021. On Tuesday, that plan took another step forward as the shareholders of Founder SPAC approved the deal with 97% of votes cast in favor of the merger.
We don't yet know the exact date Rubicon will begin trading on the New York Stock Exchange (NYSE), only that it's planned for "early August." When the deal closes, Rubicon will have a $1.7 billion valuation.
Here are a few things to know ahead of the IPO:
New faces
Rubicon has announced several nominations to its post-combination board of directors in recent months.
Those nominations that will be up for election include:
- Barry Caldwell, former Waste Management (NYSE: WM) chief people officer and current principal at Wroxton Civic Ventures;
- Coddy Johnson, former president and chief operating officer of Activision Blizzard and current adviser to several private equity firms, including TPG and Goodwater Capital;
- Jack Selby, managing director at Thiel Capital and former senior vice president and corporate officer at PayPal; and
- Paula Henderson, executive vice president and chief sales officer, Americas, at SAS.
It's not yet clear if Nate Morris, Rubicon's co-founder, CEO and chairman, will also join the new board when it becomes publicly traded company.
Listing, delisting
Last week, Founder SPAC announced it will voluntarily move its common stock and public warrants from the Nasdaq Stock Market to list them on the NYSE in conjunction with the Rubicon merger.
That won't happen until the deal closes — and Rubicon meets all NYSE listing requirements.
When trading closed Wednesday afternoon, Founder's shares were trading at $9.26 a share, roughly a 9% drop from its opening price that morning. Rubicon will trade under the ticker symbols “RBT” and “RBT WS,” respectively.
Revenue versus profit
Rubicon is projecting revenues of $736 million in 2022, up from $539 million last year, according to a July investor presentation.
In spite of that growth, the company expects to continue to operate at a multimillion-dollar loss after the merger. In 2021, it recorded a loss of $72.6 million, as expenses outweighed revenue. In 2022, the anticipated loss will be lower at $66.4 million.
This is pretty common with a lot of scaling companies — which is why so many startups require venture capital to continue to grow. Prior to relocating its headquarters to Lexington, Rubicon completed several fundraises, including a $50 million Series E investment in 2017, which put the company at a $1 billion valuation.
