Item 5.07. Submission of Matters to a Vote of Security Holders.

On December 15, 2021, Founder SPAC (the "Company" or "Founder"), Ravenclaw Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of the Company, Ravenclaw Merger Sub Corporation 1, a Delaware corporation and wholly owned subsidiary of the Company, Ravenclaw Merger Sub Corporation 2, a Delaware corporation and wholly owned subsidiary of the Company, Ravenclaw Merger Sub Corporation 3, a Delaware corporation and wholly owned subsidiary of the Company, Boom Clover Business Limited, a British Virgin Islands corporation, NZSF Frontier Investments Inc., a Delaware corporation, and PLC Blocker A LLC, a Delaware limited liability company, entered into an agreement and plan of merger (the "Merger Agreement") with Rubicon Technologies, LLC, a Delaware limited liability company ("Rubicon").

On August 2, 2022, the Company held an extraordinary general meeting of shareholders (the "Meeting"). At the Meeting, the Company's shareholders approved the following proposals (collectively, the "Proposals"): (1) a proposal to approve by ordinary resolution the business combination between Founder and Rubicon (the "Business Combination" and such proposal, the "Business Combination Proposal"); (2) a proposal to approve by special resolution a change in Founder's jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation under the laws of the State of Delaware (the "Domestication" and such proposal, the "Domestication Proposal"); (3) a proposal to approve by special resolution the certificate of incorporation of Founder in connection with the Domestication (the "Proposed Charter") to, among other things, change Founder's name to "Rubicon Technologies, Inc." ("New Rubicon"), to be effective upon the consummation of the Business Combination (the "Charter Proposal"); (4) a proposal to approve and adopt, on a non-binding advisory basis and by ordinary resolution, certain governance provisions set forth in the Proposed Charter, including: (A) a proposal to amend the Memorandum and Articles of Association of Founder ("Memorandum and Articles of Association") to authorize the change in the authorized capital stock of Founder from (i) 479,000,000 Class A ordinary shares ("Founder Class A Shares"), 20,000,000 Class B ordinary shares ("Founder Class B Shares") and 1,000,000 preference shares, par value $0.0001 per share, of Founder, to (ii) 690,000,000 shares of Class A common stock, 275,000,000 shares of Class V common stock and 10,000,000 shares of New Rubicon preferred stock, par value $0.0001 per share; (B) a proposal to amend the Memorandum and Articles of Association to authorize adopting Delaware as the exclusive forum for certain stockholder litigation; (C) a proposal to amend the Memorandum and Articles of Association to authorize adopting Section 203 of the Delaware General Corporate Law to prevent certain takeovers by interested stockholders; (D) a proposal to amend the Memorandum and Articles of Association to require at least two-thirds of the voting power of the stock outstanding and entitled to vote thereon, voting together as a single class, to adopt, amend or repeal, or adopt any provision inconsistent with, Articles V (the provisions regarding the size of the board of directors of New Rubicon, the classification of the board of directors of New Rubicon, the filling of vacancies and the election and removal of directors), VI (the provisions regarding stockholder actions without a meeting and who can call special meetings of stockholders), IX (the provisions regarding requirements to amend the charter and bylaws of New Rubicon by the board of directors of New Rubicon or by stockholders), and X (the provisions regarding the limited liability of directors of New Rubicon) of the Proposed Charter or any provision of the bylaws of New Rubicon; (E) a proposal to amend the Memorandum and Articles of Association to approve provisions permitting the removal of a director only for cause and only by the affirmative vote of not less than two-thirds of the outstanding shares entitled to vote at an election of directors, voting together as a single class; (F) a proposal to amend the Memorandum and Articles of Association to approve provisions requiring stockholders to take action at an annual or special meeting and prohibiting stockholder action by written consent in lieu of a meeting; (G) a proposal to amend the Memorandum and Articles of Association to adopt a waiver of corporate opportunities for its non-employee directors; and (H) a proposal to amend the Memorandum and Articles of Association to authorize (i) changing the corporate name from "Founder SPAC" to "Rubicon Technologies, Inc."; (ii) making New Rubicon's corporate existence perpetual, and (iii) removing certain provisions related to Founder's status as a blank check company that will no longer be applicable upon consummation of the Business Combination (together, the "Governance Proposals"); (5) a proposal to elect by ordinary resolution, effective as of the consummation of the Business Combination, 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 "Directors Proposal"); (6) a proposal to approve by ordinary resolution the Rubicon Technologies, Inc. 2022 Equity Incentive Plan, to be effective upon the consummation of the Business Combination (the "Share Plan Proposal"); (7) a proposal to approve by ordinary resolution, for purposes of complying with Nasdaq Listing Rule 5635 (a) and (b), the issuance of more than 20% of the issued and outstanding ordinary shares and the resulting change in control in connection with the Business Combination(the "Nasdaq Proposal"); and (8) a proposal to approve by ordinary resolution the adjournment of the Meeting by the chairman thereof to a later date, if necessary, under certain circumstances, including for the purpose of soliciting additional proxies in favor of the foregoing Proposals, in the event Founder does not receive the requisite shareholder vote to approve the Proposals (the "Adjournment Proposal").





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The approval of the Business Combination Proposal required the affirmative vote of at least a majority of the votes cast by the holders of the issued and outstanding Founder ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the Meeting.

The Business Combination Proposal and each of the other Proposals presented at the Meeting were approved by Founder's shareholders. The final voting results for each Proposal are set forth below.





Business Combination Proposal

The Business Combination Proposal was approved by ordinary resolution of Founder's shareholders, and received the following votes:





Founder Ordinary Shares   Founder Ordinary Shares   Founder Ordinary Shares
       Votes For               Votes Against              Abstentions
      30,012,866                  822,897                    1,806




Domestication Proposal

The Domestication Proposal was approved by special resolution of Founder's shareholders, and received the following votes:

Founder Ordinary Shares Founder Ordinary Shares Founder Ordinary Shares


       Votes For               Votes Against              Abstentions
      30,012,906                  822,867                    1,796




Charter Proposal

The Charter Proposal was approved by special resolution of Founder's shareholders, and received the following votes:





Founder Ordinary Shares   Founder Ordinary Shares   Founder Ordinary Shares
       Votes For               Votes Against              Abstentions
      30,013,788                  821,985                    1,796




Governance Proposals

Each of the Governance Proposals was approved. The votes for each sub-proposal were as follows:

(i) A proposal to amend the Memorandum and Articles of Association to authorize


     the change in the authorized capital stock of Founder from (i) 479,000,000
     Founder Class A Shares, 20,000,000 Founder Class B Shares and 1,000,000
     preference shares, par value $0.0001 per share, of Founder, to (ii)
     690,000,000 shares of Class A common stock, 275,000,000 shares of Class V
     common stock and 10,000,000 shares of New Rubicon preferred stock, par value
     $0.0001 per share, received the following votes:

Founder Ordinary Shares Founder Ordinary Shares Founder Ordinary Shares


       Votes For               Votes Against              Abstentions
      23,378,633                 4,087,566                 3,371,370

(ii) A proposal to amend the Memorandum and Articles of Association to authorize


      adopting Delaware as the exclusive forum for certain stockholder litigation
      received the following votes:




Founder Ordinary Shares   Founder Ordinary Shares   Founder Ordinary Shares
       Votes For               Votes Against              Abstentions
      23,379,899                 4,087,636                 3,370,034




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(iii) A proposal to amend the Memorandum and Articles of Association to authorize


       adopting Section 203 of the Delaware General Corporate Law to prevent
       certain takeovers by interested stockholders received the following votes:

Founder Ordinary Shares Founder Ordinary Shares Founder Ordinary Shares


       Votes For               Votes Against              Abstentions
      23,380,485                 4,087,068                 3,370,016

(iv) A proposal to amend the Memorandum and Articles of Association to require at


      least two-thirds of the voting power of the stock outstanding and entitled
      to vote thereon, voting together as a single class, to adopt, amend or
      repeal, or adopt any provision inconsistent with, Articles V (the provisions
      regarding the size of the board of directors of New Rubicon, the
      classification of the board of directors of New Rubicon, the filling of
      vacancies and the election and removal of directors), VI (the provisions
      regarding stockholder actions without a meeting and who can call special
      meetings of stockholders), IX (the provisions regarding requirements to
      amend the charter and bylaws of New Rubicon by the board of directors of New
      Rubicon or by stockholders), and X (the provisions regarding the limited
      liability of directors of New Rubicon) of the Proposed Charter or any
      provision of the bylaws of New Rubicon received the following votes:

Founder Ordinary Shares Founder Ordinary Shares Founder Ordinary Shares


       Votes For               Votes Against              Abstentions
      23,379,312                 4,087,598                 3,370,659

(v) A proposal to amend the Memorandum and Articles of Association to approve


     provisions permitting the removal of a director only for cause and only by
     the affirmative vote of not less than two-thirds of the outstanding shares
     entitled to vote at an election of directors, voting together as a single
     class, received the following votes:

Founder Ordinary Shares Founder Ordinary Shares Founder Ordinary Shares


       Votes For               Votes Against              Abstentions
      23,375,687                 4,091,026                 3,370,856

(vi) A proposal to amend the Memorandum and Articles of Association to approve


      provisions requiring stockholders to take action at an annual or special
      meeting and prohibiting stockholder action by written consent in lieu of a
      meeting received the following votes:




Founder Ordinary Shares   Founder Ordinary Shares   Founder Ordinary Shares
       Votes For               Votes Against              Abstentions
      23,374,529                 4,092,547                 3,370,493

(vii) A proposal to amend the Memorandum and Articles of Association to adopt a


       waiver of corporate opportunities for its non-employee directors received
       the following votes:




Founder Ordinary Shares   Founder Ordinary Shares   Founder Ordinary Shares
       Votes For               Votes Against              Abstentions
      23,378,447                 4,087,077                 3,372,045

(viii) a proposal to amend the Memorandum and Articles of Association to


        authorize (i) changing the corporate name from "Founder SPAC" to "Rubicon
        Technologies, Inc."; (ii) making New Rubicon's corporate existence
        perpetual, and (iii) removing certain provisions related to Founder's
        status as a blank check company that will no longer be applicable upon
        consummation of the Business Combination received the following votes:




Founder Ordinary Shares   Founder Ordinary Shares   Founder Ordinary Shares
       Votes For               Votes Against              Abstentions
      26,644,919                  822,517                  3,370,133




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Directors Proposal



The Directors Proposal was approved by ordinary resolution of Founder's
shareholders, electing, effective as of the consummation of the Business
Combination, Nate Morris, Andres Chico, Paula Henderson, Coddy Johnson, 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. Pursuant to Founder's
Memorandum and Articles of Association, only holders of Founder's Class B Shares
were permitted to vote on the Directors Proposal. The Director Nominees received
the following votes:



Director Nominees:



 i. Nate Morris




Founder Class B Shares   Founder Class B Shares   Founder Class B Shares
      Votes For              Votes Against             Abstentions
      7,906,250                    0                        0




 ii. Andres Chico




Founder Class B Shares   Founder Class B Shares   Founder Class B Shares
      Votes For              Votes Against             Abstentions
      7,906,250                    0                        0




 iii. Coddy Johnson




Founder Class B Shares   Founder Class B Shares   Founder Class B Shares
      Votes For              Votes Against             Abstentions
      7,906,250                    0                        0




 iv. Paula Henderson




Founder Class B Shares   Founder Class B Shares   Founder Class B Shares
      Votes For              Votes Against             Abstentions
      7,906,250                    0                        0




 v. Osman Ahmed




Founder Class B Shares   Founder Class B Shares   Founder Class B Shares
      Votes For              Votes Against             Abstentions
      7,906,250                    0                        0




 vi. Jack Selby




Founder Class B Shares   Founder Class B Shares   Founder Class B Shares
      Votes For              Votes Against             Abstentions
      7,906,250                    0                        0

vii. Ambassador Paula J. Dobriansky

Founder Class B Shares Founder Class B Shares Founder Class B Shares


      Votes For              Votes Against             Abstentions
      7,906,250                    0                        0




 viii. Barry Caldwell

Founder Class B Shares Founder Class B Shares Founder Class B Shares


      Votes For              Votes Against             Abstentions
      7,906,250                    0                        0




 ix. Brent Callinicos

Founder Class B Shares Founder Class B Shares Founder Class B Shares


      Votes For              Votes Against             Abstentions
      7,906,250                    0                        0




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Share Plan Proposal

The Share Plan Proposal was approved by ordinary resolution of Founder's shareholders, and received the following votes:





Founder Ordinary Shares   Founder Ordinary Shares   Founder Ordinary Shares
       Votes For               Votes Against              Abstentions
      25,376,532                 5,456,708                   4,329




Nasdaq Proposal

The Nasdaq Proposal was approved by ordinary resolution of Founder's shareholders, and received the following votes:

Founder Ordinary Shares Founder Ordinary Shares Founder Ordinary Shares


       Votes For               Votes Against              Abstentions
      30,011,260                  822,967                    3,342




Adjournment Proposal

The Adjournment Proposal was approved by ordinary resolution of Founder's shareholders, and received the following votes:

Founder Ordinary Shares Founder Ordinary Shares Founder Ordinary Shares


       Votes For               Votes Against              Abstentions
      29,909,199                  823,799                   104,571

Item 7.01. Regulation FD Disclosure.

On August 3, 2022, the Company issued a press release (the "Press Release"), announcing the results of the Meeting. A copy of the Press Release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.





 (d) Exhibits.




Exhibit No.   Description
99.1            Press Release, dated August 3, 2022




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