Rubicon Technologies Announces 1-for-8 Reverse Stock Split

Rubicon Technologies, Inc. (NYSE: RBT) (“Rubicon” or the “Company”), a leading provider of software-based waste, recycling, and fleet operations products for businesses and governments worldwide, today announced that the Company's board of directors (the “Board”) approved a reverse stock split (the “Reverse Stock Split”) of Rubicon's Class A common stock, par value $0.0001 per share (the “Common Stock”), at a ratio of 1-for-8 (the “Reverse Stock Split Ratio”). The Reverse Stock Split is expected to become effective immediately after the close of trading on the New York Stock Exchange (the “NYSE”) on September 26, 2023 (the “Effective Time”), and Rubicon's Common Stock is expected to begin trading on the NYSE on a split-adjusted basis at the opening of trading on September 27, 2023, under the existing ticker symbol “RBT”, new CUSIP number 78112J208, and new ISIN number US78112J2087. Rubicon's publicly traded warrants will continue to be traded on the NYSE under the existing ticker symbol “RBT.WS” and existing CUSIP and ISIN numbers.

The Reverse Stock Split was approved by Rubicon’s stockholders at the Company’s 2023 Annual Meeting of Stockholders, held on June 8, 2023, with the final ratio to be determined by the Board. The Company will file an amendment to its Certificate of Incorporation (the “Charter”) to implement the Reverse Stock Split as of the Effective Time. The primary goal of the Reverse Stock Split is to increase the per share market price of the Common Stock to regain compliance with the minimum $1.00 average closing price requirement for continued listing on the NYSE.

At the Effective Time, every eight shares of Common Stock issued and outstanding or held as treasury stock will be automatically combined and converted into one share of Common Stock. The total number of shares of Common Stock authorized for issuance under the Charter, the par value per share of Common Stock, and the number of shares of all other classes of stock authorized under the Charter other than the Common Stock will not change.

As a result of the Reverse Stock Split, equitable adjustments corresponding to the Reverse Stock Split Ratio will be made to Rubicon’s outstanding public warrants such that every eight shares of Common Stock that may be issued upon the exercise of warrants held immediately prior to the Reverse Stock Split will represent one share of Common Stock that may be issued upon exercise of such warrants immediately following the Reverse Stock Split. Correspondingly, the per share exercise price of public warrants held immediately prior to the Reverse Stock Split will be proportionately increased, such that the per share exercise price of such warrants immediately following the Reverse Stock Split will be $92.00, which equals the product of eight multiplied by $11.50, the exercise price per share immediately prior to the Reverse Stock Split.