| Item 1.01. | Entry
into a Material Definitive Agreement. |
Amendment
to Term Loan Facility
On
February 7, 2023, Rubicon Global, LLC, a Delaware limited liability company (“Global”), Riverroad Waste Solutions, Inc.,
a New Jersey corporation (“Riverroad” and, together with Global, the “Borrowers”), Rubicon Technologies Holdings,
LLC, a Delaware limited liability company (“Holdings LLC”), Cleanco LLC, a New Jersey limited liability company (“Cleanco”),
Charter Waste Management, Inc., a Delaware corporation (“Charter”), and Rubicon Technologies International, Inc., a Delaware
corporation (“International” and, together with Charter, Holdings LLC and Cleanco, the “Guarantors”) entered
into the Seventh Amendment to Loan and Security Agreement (the “Term Loan Amendment”), which further amends the $60.0 million
term loan facility originally entered into on March 29, 2019 (as amended by that certain First Amendment to Loan and Security Agreement,
dated as of February 27, 2020, by that certain Second Amendment to Loan and Security Agreement, dated as of March 24, 2021, by that certain
Third Amendment to Loan and Security Agreement, dated as of October 15, 2021, by that certain Fourth Amendment to Loan and Security Agreement,
dated as of April 26, 2022, by that certain Fifth Amendment dated as of November 18, 2022, and by that certain Sixth Amendment dated
as of November 30, 2022, and as may be further amended, amended and restated, extended, supplemented or otherwise modified in writing
from time to time) (the “Term Loan Facility”) with Pathlight Capital LP, a Delaware limited partnership (the “Term
Agent”), and the lenders thereto (“Term Lenders”). The material assets of Rubicon Technologies, Inc., a Delaware corporation
(the “Company”), are the equity interests of Holdings LLC.
Pursuant
to the Term Loan Amendment, among other revisions detailed therein, the applicable reference rate that is added to an applicable margin
rate to determine interest payable by Borrowers on term loans made under the Term Loan Facility was amended from: (A) (i) the London
interbank offered rate (“LIBOR”), or if LIBOR is unavailable as reasonably determined by Term Agent or Term Lenders or as
a result of a change in applicable law would make it unlawful for Term Lenders to maintain or fund the Term Facility at an interest rate
determined by reference to LIBOR, (ii) the greater of (x) the federal funds rate plus 0.5% and (y) the prime rate published by Wells
Fargo Bank, N.A.; to (B) (i) the greater of (x) 4% and (y) the forward-looking secured overnight financing rate with a term equivalent
of one month (“Term SOFR”) plus an adjustment of 0.1148% or, if Term SOFR is unavailable as reasonably determined by Term
Agent or Term Lenders or as a result of a change in applicable law that would make it unlawful for Term Lenders to maintain or fund the
Term Facility at an interest rate determined by reference to Term SOFR, (ii) the greater of (x) 5%, (y) the federal funds rate plus 0.5%,
and (z) the prime rate published by Wells Fargo Bank, N.A.
Additionally,
the Term Loan Amendment requires that (A) the ratio of the Borrowers and Guarantors consolidated (i) trailing twelve month net income,
subject to specified adjustments and on a consolidated basis, to (ii) specified principal and interest expense charges on indebtedness,
taxes, and cash distributions and dividends (“Fixed Charge Coverage Ratio”), be greater than 1.10 and (B) the Borrowers excess
availability under the Revolving Facility (“Excess Availability”) be not less than $15.0 million, prior to making asset and
equity acquisitions.
Additionally,
the Term Loan Amendment requires that the Borrowers repay to Term Agent on behalf of the Term Lenders $10.0 million in principal and
a $0.3 million prepayment premium on the Term Loan Facility on February 7, 2023.
The
foregoing description of the Term Loan Amendment is qualified in its entirety by reference to the full text of the Term Loan Amendment,
which is attached to this Current Report on Form 8-K as Exhibit 10.1 and which is incorporated herein by reference.
Amendment
to Revolving Credit Facility
On
February 7, 2023, the Borrowers and Guarantors entered into the Eighth Amendment to Loan and Security Agreement (the “Revolving
Facility Amendment”), which amends the $60.0 million revolving loan facility originally entered into on December 14, 2018
(as amended by that certain First Amendment to Loan and Security Agreement, dated as of March 29, 2019, by that certain Second Amendment
to Loan and Security Agreement, dated as of February 27, 2020, by that certain Third Amendment to Loan and Security Agreement, dated
as of March 24, 2021, by that certain Fourth Amendment to Loan and Security Agreement, dated as of October 15, 2021, by that certain
Fifth Amendment to Loan and Security Agreement, dated as of April 26, 2022, by that certain Sixth Amendment to Loan and Security Agreement,
dated as of November 18, 2022, by that certain Seventh Amendment to Loan and Security Agreement dated, as of January 31, 2023 and as
may be further amended, amended and restated, extended, supplemented or otherwise modified in writing from time to time) (the “Revolving
Facility”) with Eclipse Business Capital LLC, a Delaware limited liability company (the “Revolving Agent”), and the
lenders thereto (the “Revolving Lenders”).
Pursuant
to the Revolving Facility Amendment, the Revolving Agent, on behalf of the Revolving Lenders, consented to the payments by Borrowers
to Term Agent on behalf of the Term Lenders in the amounts of $10.0 million and $0.3 million on the Term Loan Facility on February 7,
2023 (as described above). Additionally, the maximum amount available for withdrawal by Borrowers on the Revolving Facility increased
from $60.0 million to $75.0 million.
Additionally,
the applicable margin used in determining interest payable by Borrowers under the Revolving Facility was amended: from (i) 5.5% to (ii)
between 3.75% and 4.75%, dependent on Borrowers and Guarantors Fixed Charge Coverage Ratio and Excess Availability at the time of determination,
for loans under the Revolving Facility based on Term SOFR; and from (i) 4.5% to (ii) between 4.75% and 5.75%, dependent on Borrowers
and Guarantors Fixed Charge Coverage Ratio and Excess Availability at the time of determination, for loans under the Revolving Facility
not based on Term SOFR.
Additionally,
the Revolving Facility Amendment requires that the Borrowers and Guarantors (i) Fixed Charge Coverage Ratio be greater than 1.10 and
(ii) Excess Availability be not less than $15.0 million, prior to making asset and equity acquisitions.
The
foregoing description of the Revolving Facility Amendment is qualified in its entirety by reference to the full text of the Revolving
Facility Amendment, which is attached to this Current Report on Form 8-K as Exhibit 10.2 and which is incorporated herein by reference.