Company terminates SEPA, continues to execute on key strategic finance objectives

Rubicon Technologies, Inc. (“Rubicon” or the “Company”) (NYSE: RBT), a leading provider of software-based waste, recycling, and fleet operations products for businesses and governments worldwide, today announced the completion of two additional strategic financing objectives.

First, as of August 18, 2023, the Company has terminated its Standby Equity Purchase Agreement (“SEPA”) with YA II PN, LTD. (“Yorkville”). Second, on August 8, 2023, certain large shareholders of Rubicon purchased from Yorkville all the remaining amounts outstanding under the convertible debentures previously issued to Yorkville on November 30, 2022, and February 3, 2023, and amended the convertible debentures on terms more favorable to the Company. For more information on these transactions please see the Current Reports on Form 8-K filed by the Company on August 11, 2023, and August 21, 2023.

Rubicon’s focus since the fourth quarter of 2022 has been to improve its liquidity position and accelerate its progress to profitability through a number of key initiatives designed to improve margins, reduce operating costs, and increase the Company’s financial strength and flexibility. The Company has successfully completed all the highest priority tasks within its strategic plan and remains confident in its ability to achieve its goals of generating positive Adjusted EBITDA for the fourth quarter of 2023, as well as for the full year 2024. Having recently announced a second consecutive quarter of record Adjusted Gross Profit at approximately $18 million, the Company is confident in its runway to achieve these targets and beyond.

“As we move forward, we are excited to continue to make significant progress towards cleaning up our balance sheet and executing on the key strategic goals that we announced at the end of 2022,” said Kevin Schubert, President and CFO of Rubicon.

About Rubicon

Rubicon Technologies, Inc. (NYSE: RBT) is a leading provider of software-based waste, recycling, and fleet operations products for businesses and governments worldwide. Striving to create a new industry standard by using technology to drive environmental innovation, the Company helps turn businesses into more sustainable enterprises, and neighborhoods into greener and smarter places to live and work. Rubicon’s mission is to end waste. It helps its partners find economic value in their waste streams and confidently execute on their sustainability goals. To learn more, visit rubicon.com.

Non-GAAP Financial Measures

This press release contains “non-GAAP financial measures,” including Adjusted Gross Profit and Adjusted EBITDA. The Company uses these “non-GAAP financial measures” to describe its performance and analyze underlying business performance and trends. The Company believes that providing “non-GAAP financial measures” enhances the Company’s and investors’ ability to compare the Company’s past financial performance with its current performance. These “non-GAAP financial measures” are supplemental financial measures that are not calculated or presented in accordance with generally accepted accounting principles (“GAAP”). Non-GAAP financial measures should not be considered a substitute for, or superior to, financial measures determined or calculated in accordance with GAAP. The Company’s definitions of its non-GAAP financial measures may not be comparable to similarly titled measures reported by other companies.

Definitions of these non-GAAP financial measures, including explanations of the ways in which Rubicon’s management uses these non-GAAP measures to evaluate its business, the substantive reasons why Rubicon’s management believes that these non-GAAP measures provide useful information to investors and limitations associated with the use of these non-GAAP measures, can be found in the Company’s press release announcing Rubicon’s results for the fiscal quarter ended June 30, 2023, included as Exhibit 99.1 to Rubicon’s Current Report on Form 8-K furnished on August 8, 2023 (the “Earnings Press Release”). In addition, reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measures can also be found in the Earnings Press Release.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995 and within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included in this press release, are forward-looking statements. When used in this press release, the words “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon current expectations, estimates, projections, and assumptions that, while considered reasonable by Rubicon and its management, are inherently uncertain; factors that may cause actual results to differ materially from current expectations include, but are not limited to: 1) the outcome of any legal proceedings that may be instituted against Rubicon or others following the closing of the business combination; 2) Rubicon’s ability to meet the New York Stock Exchange’s listing standards following the consummation of the business combination; 3) the risk that the business combination disrupts current plans and operations of Rubicon as a result of consummation of the business combination; 4) the ability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; 5) costs related to the business combination; 6) changes in applicable laws or regulations; 7) the possibility that Rubicon may be adversely affected by other economic, business and/or competitive factors, including the impacts of the COVID-19 pandemic, geopolitical conflicts, such as the conflict between Russia and Ukraine, the effects of inflation and potential recessionary conditions; 8) Rubicon’s execution of anticipated operational efficiency initiatives, cost reduction measures and financing arrangements; and 9) other risks and uncertainties set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Company’s Annual Report on Form 10-K, Registration Statement on Form S-1, as amended, filed with the SEC, and other documents Rubicon has filed with the SEC. Although Rubicon believes the expectations reflected in the forward-looking statements are reasonable, nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward looking statements will be achieved. There may be additional risks that Rubicon presently does not know of or that Rubicon currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements, many of which are beyond Rubicon’s control. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Rubicon does not undertake, and expressly disclaims, any duty to update these forward-looking statements, except as otherwise required by applicable law.

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