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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 5, 2023
Rubicon Technologies, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
|
001-40910 |
|
88-3703651 |
(State or other jurisdiction of incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
335 Madison Avenue, 4th Floor
New York, NY
|
|
10017 |
(Address of principal executive offices) |
|
(Zip Code) |
(844) 479-1507
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Class A common stock, par value $0.0001 per share |
|
RBT |
|
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined
in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected
not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive
Agreement
Amendment to Credit, Security and Guaranty
Agreement
On December 5, 2023, Rubicon Technologies, Inc.
(the “Company”) entered into Amendment No. 2 to Credit, Security, and Guaranty Agreement (“Amendment
No. 2”) with Rubicon Technologies Holdings, LLC, a Delaware limited liability company (“Holdings”),
Rubicon Technologies International, Inc., a Delaware corporation, Rubicon Global, LLC, a Delaware limited liability company, Cleanco LLC,
a New Jersey limited liability company, Charter Waste Management, Inc., a Delaware corporation, RiverRoad Waste Solutions, Inc., a New
Jersey corporation (each individually as a “Borrower”, and collectively as “Borrowers”),
Midcap Funding IV Trust, a Delaware statutory trust, as Agent (in such capacity, together with its successors and assigns, “Agent”)
and the other financial institutions or other entities from time to time party thereto. Amendment No. 2 amends the Credit, Security, and
Guaranty Agreement, dated as of June 7, 2023, by and among the Company, Holdings, Borrowers, and Agent (the “Original Credit
Agreement”) by (i) adding the defined term Second Amendment Effective Date, (ii) revising the defined term Borrowing Base,
and (iii) amending and restating Section 2.2(f) “Deferred Revolving Loan Origination Fee.”
The foregoing description of Amendment No. 2 does
not purport to be complete and is qualified in its entirety by reference to the full text of the same, which is attached to this Current
Report on Form 8-K as Exhibit 10.1 and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Rubicon Technologies, Inc. |
|
|
|
By: |
/s/ Kevin Schubert |
|
|
Name: |
Kevin Schubert |
|
|
Title: |
Chief Financial Officer, President and Secretary |
|
Date: December 11, 2023
Exhibit
10.1
Execution
Version
amendment
No. 2 to CREDIT, SECURITY AND GUARANTY
AGREEMENT
This
AMENDMENT NO. 2 TO CREDIT, SECURITY AND GUARANTY AGREEMENT (this “Agreement”) is made as of December 5,
2023, by and among RUBICON TECHNOLOGIES HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), RUBICON
TECHNOLOGIES INTERNATIONAL, INC., a Delaware corporation, RUBICON GLOBAL, LLC, a Delaware limited liability company, CLEANCO LLC,
a New Jersey limited liability company, CHARTER WASTE MANAGEMENT, INC., a Delaware corporation, RIVERROAD WASTE SOLUTIONS, INC.,
a New Jersey corporation (each individually as a “Borrower”, and collectively as “Borrowers”),
RUBICON TECHNOLOGIES, INC., a Delaware corporation (“Parent”), MidCap
Funding IV Trust, a Delaware statutory trust, as Agent (in such capacity, together with its successors and assigns, “Agent”)
and the other financial institutions or other entities from time to time parties to the Credit Agreement referenced below, each
as a Lender, constituting the Required Lenders.
RECITALS
A. Agent,
Lenders, Borrowers and Parent have entered into that certain Credit, Security and Guaranty Agreement, dated as of June 7,
2023 (as previously amended, modified, supplemented and restated prior to the date hereof, the “Original Credit Agreement”
and as amended hereby and as it may be further amended, modified, supplemented and restated from time to time, the “Credit
Agreement”), pursuant to which the Lenders have agreed to make certain advances of money and to extend certain financial
accommodations to Borrowers in the amounts and manner set forth in the Credit Agreement.
B. Borrower
Representative has requested, and Agent and the Lenders party hereto, which collectively constitute at least the Required Lenders,
have agreed, to amend certain provisions of the Original Credit Agreement, all in accordance with the terms and subject to the
conditions set forth herein.
AGREEMENT
NOW,
THEREFORE, in consideration of the foregoing, the terms and conditions set forth in this Agreement, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, Agent, Lenders, Borrowers and Parent hereby agree
as follows:
1. Recitals.
This Agreement shall constitute a Financing Document and the Recitals and each reference to the Credit Agreement, unless otherwise
expressly noted, will be deemed to reference the Credit Agreement as amended hereby. The Recitals set forth above shall be construed
as part of this Agreement as if set forth fully in the body of this Agreement and capitalized terms used but not otherwise defined
herein shall have the meanings ascribed to them in the Credit Agreement (including those capitalized terms used in the Recitals
hereto).
2. Amendments
to Original Credit Agreement. Subject to the terms and conditions of this Agreement, including, without limitation, the
conditions to effectiveness set forth in Section 4 below, the Original Credit Agreement is hereby amended as follows:
(a) Section 1.1
of the Original Credit Agreement is hereby amended by adding the following definitions in alphabetical order:
““Second
Amendment Effective Date” means December 5, 2023.”
MidCap / Rubicon / Amendment No. 2 to Credit Agreement | |
(b) The
first proviso in the definition of “Borrowing Base” in Section 1.1 of the Original Credit Agreement is hereby
amended and restated in its entirety to read as follows:
“provided
that (x) the amount of the Borrowing Base attributable to Eligible Unbilled Accounts (Without Invoice) shall never exceed (1)
for the period from the Second Amendment Effective Date through and including January 15, 2024, the lesser of $25,000,000
and 30% of Revolving Loan Availability as of any date of determination and (2) at all other times, the lesser of $20,000,000 and
30% of Revolving Loan Availability as of any date of determination and (y) the amount of the Borrowing Base attributable to Eligible
Unbilled Accounts, in the aggregate, shall never exceed an amount equal to $50,000,000.”
(c) Section 2.2(f)
of the Original Credit Agreement is hereby amended and restated in its entirety to read as follows:
“(f) Deferred
Revolving Loan Origination Fee. If Lenders’ funding obligations in respect of the Revolving Loan Commitment under this
Agreement terminate or are permanently reduced for any reason (whether by voluntary termination by Borrowers, by reason of the
occurrence of an Event of Default or the automatic termination of the Revolving Loan Commitments (including any automatic termination
due to the occurrence of an Event of Default described in Section 10.1(f) or otherwise)) prior to the Maturity Date, Borrowers
shall pay to Agent, on the date of such termination or reduction, for the benefit of all Lenders committed to make Revolving Loans
on the Closing Date, a fee as compensation for the costs of such Lenders being prepared to make funds available to Borrowers under
this Agreement, equal to an amount determined by multiplying the Revolving Loan Commitment so terminated or reduced by the following
applicable percentage amount: (x) three and one half percent (3.50%) if such termination or reduction occurs during the period
from the Closing Date until, but not including, the first anniversary following the Closing Date, (y) two and one half percent
(2.50%) if such termination or reduction occurs during period from the first anniversary following the Closing Date until, but
not including, the second anniversary following the Closing Date, and (z) one and one half percent (1.50%) if such termination
or reduction occurs during the period from and after the second anniversary of the Closing Date. All fees payable pursuant to this
paragraph shall be deemed fully earned when due and payable and, once paid, shall be non-refundable.”
3. Representations
and Warranties; Reaffirmation of Security Interest. Borrower Representative hereby confirms that all of the representations
and warranties set forth in the Credit Agreement are true and correct in all material respects (without duplication of any materiality
qualifier in the text of such representation or warranty) with respect to Borrowers as of the date hereof except to the extent
that any such representation or warranty relates to a specific date in which case such representation or warranty shall be true
and correct as of such earlier date. Nothing herein is intended to impair or limit the validity, priority or extent of Agent’s
security interests in and Liens on the Collateral. Borrower Representative acknowledges and agrees that the Credit Agreement, the
other Financing Documents and this Agreement constitute the legal, valid and binding obligation of the Borrowers, and are enforceable
against Borrowers in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or
other similar laws relating to the enforcement of creditors’ rights generally and by general equitable principles.
4. Conditions
to Effectiveness. This Agreement shall become effective as of the date on which each of the following conditions have been
satisfied, as determined by Agent in its sole discretion:
(a) Borrowers
and Parent shall have delivered to Agent this Agreement executed by an authorized officer of the Borrowers and Parent;
MidCap / Rubicon / Amendment No. 2 to Credit Agreement | 2 | |
(b) all
representations and warranties of the Borrowers contained herein shall be true and correct in all material respects (without duplication
of any materiality qualifier in the text of such representation or warranty) as of the date hereof except to the extent that any
such representation or warranty relates to a specific date in which case such representation or warranty shall be true and correct
as of such earlier date (and such parties’ delivery of their respective signatures hereto shall be deemed to be its certification
thereof); and
(c) immediately
prior to and after giving effect to this Amendment, no Default or Event of Default exists under any of the Financing Documents.
5. Costs
and Fees. Borrower Representative agrees to promptly pay, or reimburse upon demand for, all reasonable and documented out-of-pocket
costs and expenses of Agent (including, without limitation, the reasonable and documented fees, costs and expenses of counsel to
Agent) in connection with the preparation, negotiation, execution and delivery of this Agreement and any other Financing Documents
or other agreements prepared, negotiated, executed or delivered in connection with this Agreement, to the extent required by Section 13.14
of the Credit Agreement.
6. [Reserved].
7. No
Waiver or Novation. The execution, delivery and effectiveness of this Agreement shall not, except as expressly provided
in this Agreement, operate as a waiver of any right, power or remedy of Agent, nor constitute a waiver of any provision of the
Credit Agreement, the Financing Documents or any other documents, instruments and agreements executed or delivered in connection
with any of the foregoing. Nothing herein is intended or shall be construed as a waiver of any existing Defaults or Events of Default
under the Credit Agreement or the other Financing Documents or any of Agent’s rights and remedies in respect of such Defaults
or Events of Default. This Agreement (together with any other document executed in connection herewith) is not intended to be,
nor shall it be construed as, a novation of the Credit Agreement.
8. Affirmation.
Except as specifically amended pursuant to the terms hereof, Borrowers hereby acknowledge and agree that the Credit Agreement
and all other Financing Documents (and all covenants, terms, conditions and agreements therein) shall remain in full force and
effect, and are hereby ratified and confirmed in all respects by Borrowers. Borrowers covenant and agree to comply with all of
the terms, covenants and conditions of the Credit Agreement and the Financing Documents, notwithstanding any prior course of conduct,
waivers, releases or other actions or inactions on Agent’s or any Lender’s part which might otherwise constitute or
be construed as a waiver of or amendment to such terms, covenants and conditions.
9. Miscellaneous.
(a) Reference
to the Effect on the Credit Agreement. Upon the effectiveness of this Agreement, each reference in the Credit Agreement to
“this Agreement,” “hereunder,” “hereof,” “herein,” or words of similar import shall
mean and be a reference to the Credit Agreement, as amended by this Agreement. Except as specifically amended above, the Credit
Agreement, and all other Financing Documents (and all covenants, terms, conditions and agreements therein), shall remain in full
force and effect, and are hereby ratified and confirmed in all respects by Borrowers.
(b) Governing
Law. THIS AGREEMENT AND ALL DISPUTES AND OTHER MATTERS RELATING HERETO OR ARISING THEREFROM (WHETHER SOUNDING IN CONTRACT LAW,
TORT LAW OR OTHERWISE), SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW).
MidCap / Rubicon / Amendment No. 2 to Credit Agreement | 3 | |
(c) Incorporation
of Credit Agreement Provisions. The provisions contained in Section 11.6 (Indemnification), Section 13.8(b)
(Submission to Jurisdiction) and Section 13.9 (Waiver of Jury Trial) of the Credit Agreement are incorporated herein
by reference to the same extent as if reproduced herein in their entirety.
(d) Headings.
Section headings in this Agreement are included for convenience of reference only and shall not constitute a part of this Agreement
for any other purpose.
(e) Counterparts.
This Agreement may be signed in any number of counterparts, each of which shall be deemed an original and all of which when taken
together shall constitute one and the same instrument. Signatures by facsimile or by electronic mail delivery of an electronic
version of any executed signature page shall bind the parties hereto.
(f) Entire
Agreement. This Agreement constitutes the entire agreement and understanding among the parties hereto and supersedes any
and all prior agreements and understandings, oral or written, relating to the subject matter hereof.
(g) Severability.
In case any provision of or obligation under this Agreement shall be invalid, illegal or unenforceable in any applicable jurisdiction,
the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any
other jurisdiction, shall not in any way be affected or impaired thereby.
(h) Successors/Assigns.
This Agreement shall bind, and the rights hereunder shall inure to, the respective successors and assigns of the parties hereto,
subject to the provisions of the Credit Agreement and the other Financing Documents.
[SIGNATURES
APPEAR ON FOLLOWING PAGES]
MidCap / Rubicon / Amendment No. 2 to Credit Agreement | 4 | |
IN
WITNESS WHEREOF, intending to be legally bound, and intending that this document constitute an agreement executed under seal, the
undersigned have executed this Agreement under seal as of the day and year first hereinabove set forth.
AGENT: |
MIDCAP
FUNDING IV TRUST, |
|
as
Agent |
|
|
|
By: Apollo Capital Management, L.P., |
|
its
investment manager |
|
|
|
By: Apollo Capital Management GP, LLC, |
|
its
general partner |
|
|
|
By: |
/s/
Maurice
Amsellem |
|
Name: |
Maurice
Amsellem |
|
Title: |
Authorized
Signatory |
[Signatures
Continue on Following Page]
MidCap / Rubicon / Amendment No. 2 to Credit Agreement | 5 | |
LENDER: |
MIDCAP
FUNDING IV TRUST |
|
|
|
By: Apollo Capital Management, L.P., |
|
its
investment manager |
|
|
|
By: Apollo Capital Management GP, LLC, |
|
its
general partner |
|
|
|
By: |
/s/
Maurice
Amsellem |
|
|
Name: |
Maurice
Amsellem |
|
|
Title: |
Authorized
Signatory |
[Signatures
Continue on Following Page]
MidCap / Rubicon / Amendment No. 2 to Credit Agreement | 6 | |
BORROWERS: |
RUBICON
TECHNOLOGIES HOLDINGS, LLC |
|
RUBICON
TECHNOLOGIES INTERNATIONAL, INC. |
|
RUBICON
GLOBAL, LLC |
|
CLEANCO
LLC |
|
CHARTER
WASTE MANAGEMENT, INC. |
|
RIVERROAD
WASTE SOLUTIONS, INC. |
|
|
|
|
By: |
/s/
Kevin
Schubert |
|
Name |
Kevin
Schubert |
|
Title: |
Chief
Financial Officer, President and Secretary |
GUARANTORS: |
RUBICON
TECHNOLOGIES, INC. |
|
|
|
|
By: |
/s/
Kevin Schubert |
|
Name |
Kevin
Schubert |
|
Title: |
Chief
Financial Officer, President and Secretary |
[End
of Signature Pages]
MidCap / Rubicon / Amendment No. 2 to Credit Agreement | 7 | |
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Rubicon Technologies (NYSE:RBT)
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From Jul 2024 to Aug 2024
Rubicon Technologies (NYSE:RBT)
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From Aug 2023 to Aug 2024