RBTC / Rubicon Technologies, Inc. - تصريحات هيئة الأوراق المالية والبورصات، التقرير السنوي، بيان الوكيل

As filed with the Securities and Exchange Commission on January 27, 2025

As filed with the Securities and Exchange Commission on January 27, 2025 Registration No.

As filed with the Securities and Exchange Commission on January 24, 2025

As filed with the Securities and Exchange Commission on January 24, 2025 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-862068 RUBICON TECHNOLOGIES, INC. (Exact name of registrant as specified

As filed with the Securities and Exchange Commission on January 22, 2025

S-8 POS 1 rubicontechnologiess8pos.htm S-8 POS As filed with the Securities and Exchange Commission on January 22, 2025 Registration No. 333-267947 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Post-Effective Amendment No. 2 to Form S-8 Registration Statement No. 333-267947 UNDER THE SECURITIES ACT OF 1933 Rubicon Technologies, Inc. (Exact name of registrant as specified

As filed with the Securities and Exchange Commission on January 22, 2025

As filed with the Securities and Exchange Commission on January 22, 2025 Registration No.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 12, 2024 Rubicon Technologies, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40910 88-3703651 (State or other jurisdiction of incorporation) (Commi

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (the “Agreement”) is entered into by and between Rubicon Technologies Holdings, LLC, a Delaware limited liability company (the “Company”), and Eric Thomas Bauer (the “Executive”) as of the date that the last party executes this Agreement (the “Effective Date”). WHEREAS, Executive and the Company p

FOUN / Founder SPAC - Class A / Guardians of New Zealand Superannuation - SC 13G/A Passive Investment

SC 13G/A 1 tm2430563d1sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Rubicon Technologies, Inc. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) G3661E106 (CUSIP Number) December 3, 2024 (Date of Event Which Requires Filing of thi

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 6, 2024 RUBICON TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 001-40910 88-3703651 (State or other jurisdiction of incorporation) (Commis

EMPLOYMENT AGREEMENT

Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into by and between Rubicon Technologies, LLC, a Delaware limited liability company (the “Company”), and Eric Thomas Bauer (the “Executive”) as of the date that the last party executes this Agreement (the “Effective Date”). WHEREAS, the Company desires to employ the Executive, and the Executive desire

Rubicon Names Eric Bauer as Chief Financial Officer

Exhibit 99.1 Rubicon Names Eric Bauer as Chief Financial Officer Atlanta, GA – December 9, 2024 – Rubicon Technologies, Inc. (“Rubicon” or the “Company”) (OTC: RBTC), a leading provider of technology-based waste and recycling solutions, today announced the appointment of Eric Bauer as the Company’s Chief Financial Officer, effective immediately. Grant Deans, Rubicon’s Interim CFO, will continue as

SECOND AMENDMENT TO OFFER LETTER AGREEMENT

Exhibit 10.2 SECOND AMENDMENT TO OFFER LETTER AGREEMENT This Amendment to the Offer Letter Agreement (hereinafter the “Amendment”) is made and entered into by and between Rubicon Technologies, Inc. (the “Company” or “Rubicon”), and Grant Deans (“Executive”), as of the date that the last party executes this Amendment (the “Effective Date”). This Amendment amends that certain Offer Letter Agreement

LOAN AND SECURITY AGREEMENT Dated as of December 3, 2024 by and among RUBICON GLOBAL, LLC, CLEANCO LLC, CHARTER WASTE MANAGEMENT, INC., RIVERROAD WASTE SOLUTIONS, INC., as Borrowers any other Borrower party hereto from time to time, Rubicon Technolog

Exhibit 10.4 LOAN AND SECURITY AGREEMENT Dated as of December 3, 2024 by and among RUBICON GLOBAL, LLC, CLEANCO LLC, CHARTER WASTE MANAGEMENT, INC., and RIVERROAD WASTE SOLUTIONS, INC., as Borrowers any other Borrower party hereto from time to time, Rubicon Technologies, Inc., as Parent any other Guarantor party hereto from time to time, the Lenders from time to time party hereto, and ECLIPSE BUSI

SECURITIES PURCHASE AGREEMENT

Exhibit 10.2 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 5, 2024, is entered into by and between RUBICON TECHNOLOGIES, INC., a Delaware corporation, with headquarters located at 950 E Paces Ferry Rd NE Suite 810, Atlanta, GA 30326 (the “Company”), and the buyer identified on the signature pages hereto (the “Buyer”). RECITALS WHEREAS, the

SECURITIES PURCHASE AGREEMENT

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 3, 2024, is entered into by and between RUBICON TECHNOLOGIES, INC., a Delaware corporation, with headquarters located at 950 E Paces Ferry Rd NE Suite 810, Atlanta, GA 30326 (the “Company”), and the buyer identified on the signature pages hereto (the “Buyer”). RECITALS WHEREAS, the

SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT

Exhibit 10.3 SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT This SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is made as of December 3, 2024, 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

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 6, 2024 (December 3, 202

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 6, 2024 (December 3, 2024) Rubicon Technologies, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40910 88-3703651 (State or other jurisdiction of inc

CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF SERIES B CONVERTIBLE PERPETUAL PREFERRED STOCK OF RUBICON TECHNOLOGIES, INC.

Exhibit 3.1 CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF SERIES B CONVERTIBLE PERPETUAL PREFERRED STOCK OF RUBICON TECHNOLOGIES, INC. Pursuant to Section 151 of the Delaware General Corporation Law (as amended, supplemented or restated from time to time, the “DGCL”), Rubicon Technologies, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation

AMENDED AND RESTATED CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF SERIES B CONVERTIBLE PERPETUAL PREFERRED STOCK OF RUBICON TECHNOLOGIES, INC.

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF SERIES B CONVERTIBLE PERPETUAL PREFERRED STOCK OF RUBICON TECHNOLOGIES, INC. Pursuant to Section 151 of the Delaware General Corporation Law (as amended, supplemented or restated from time to time, the “DGCL”), Rubicon Technologies, Inc., a corporation organized and existing under the laws of the State of Delaw

Rubicon Announces Strategic Refinancing Transaction and Equity Raise

Exhibit 99.1 Rubicon Announces Strategic Refinancing Transaction and Equity Raise Atlanta, GA – December 3, 2024 – Rubicon Technologies, Inc. (“Rubicon” or the “Company”) (OTC: RBTC), a leading provider of technology-based waste and recycling solutions, today announced a new refinancing of certain of Rubicon’s existing debt facilities with proceeds of a new revolving facility and a $20 million pre

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 3, 2024 (December 3, 202

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 3, 2024 (December 3, 2024) RUBICON TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 001-40910 88-3703651 (State or other jurisdiction of inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-40910 Rubicon Technologies, Inc. (Exact Name of Registran

Letter of Cherry Bekaert LLP, dated September 24, 2024

Exhibit 16.1 September 24, 2024 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Ladies and Gentlemen: We have read the statements made by Rubicon Technologies, Inc. included under Item 4.01(a) of its Current Report on Form 8-K dated September 24, 2024, to be filed with the Securities and Exchange Commission. We agree with the statements concerning our Firm contained ther

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 21, 2024 (September 18, 2024) RUBICON TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 001-40910 88-3703651 (State or ot

Rubicon Technology Inc. (Name of Registrant as Specified in Charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION SEC FILE NUMBER Washington, D.C. 20549 001-40910 FORM 12b-25 CUSIP NUMBER 78112J109 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tr

Letter of Cherry Bekaert LLP, dated September 24, 2024

Exhibit 16.1 September 24, 2024 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Ladies and Gentlemen: We have read the statements made by Rubicon Technologies, Inc. included under Item 4.01(a) of its Current Report on Form 8-K dated September 24, 2024, to be filed with the Securities and Exchange Commission. We agree with the statements concerning our Firm contained ther

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): September 18, 2024 RUBICON TECHNO

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): September 18, 2024 RUBICON TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 001-40910 88-3703651 (State or other jurisdiction of incorporation) (Comm

RBTCW / Rubicon Technologies, Inc. - Equity Warrant / Palantir Technologies Inc. - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* Rubicon Technologies, Inc. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 78112J109 (CUSIP Number) September 6, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to d

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-40910 Rubicon Technologies, Inc. (Exact Name of Registrant as

Rubicon Technology Inc. (Name of Registrant as Specified in Charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION SEC FILE NUMBER Washington, D.C. 20549 001-40910 FORM 12b-25 CUSIP NUMBER 78112J109 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transit

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): July 1, 2024 Rubicon Technologies

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): July 1, 2024 Rubicon Technologies, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40910 88-3703651 (State or other jurisdiction of incorporation) (Commission

Separation Agreement, dated June 27, 2024.

Exhibit 10.1 General Release and Separation Agreement This General Release and Separation Agreement (hereinafter the “Agreement”) is made and entered into by and between Rubicon Technologies Holdings, LLC, a Delaware limited liability company (the “Company” or “Rubicon”), and Phil Rodoni (“Executive”), on the date fully executed by the Company and Executive below. This Agreement is entered into pu

Shareholder Letter, dated July 1, 2024.

Exhibit 10.3 July 1, 2024 Dear Shareholders, Today, we announce that Phil Rodoni will be stepping down as CEO of Rubicon, and as a member of the company’s Board of Directors, effective immediately. I would like to thank Phil for his contributions to Rubicon as CEO and previously as CTO. As part of this leadership transition, the Board has appointed me, Osman Ahmed, as interim CEO. Having served on

Rubicon Technologies Announces CEO Transition

Exhibit 99.1 Rubicon Technologies Announces CEO Transition Phil Rodoni steps down; Osman Ahmed appointed interim CEO New York, NY – July 1, 2024 – Rubicon Technologies, Inc. (“Rubicon” or the “Company”) (OTC: RBTC), a leading provider of technology-based waste and recycling solutions, today announced that Phil Rodoni will be stepping down as CEO of Rubicon and as a member of the Company’s Board of

Employment Agreement, dated June 27, 2024.

Exhibit 10.2 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of June 27, 2024, is made by and between Rubicon Technologies, Inc., a Delaware corporation (the “Company”), and Osman H. Ahmed (“Executive”). This Agreement shall govern the relationship between Executive and the Company from and after June 28, 2024 (the “Start Date”). WHEREAS, the Company desires to employ E

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange ("NYSE" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the entire class of Class A common stock (the "Common Stock), of Rubicon Technologies, Inc.

Submission of Matters to a Vote of Security Holders

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): June 6, 2024 Rubicon Technologies, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40910 88-3703651 (State or other jurisdiction of incorporation) (Commission

RBT / Rubicon Technologies, Inc. / Palantir Technologies Inc. - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* Rubicon Technologies, Inc. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 78112J208 (CUSIP Number) May 31, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to design

General Release and Separation Agreement, dated June 1, 2024.

Exhibit 10.1 General Release and Separation Agreement This General Release and Separation Agreement (hereinafter the “Agreement”) is made and entered into by and between Rubicon Technologies Holdings, LLC, a Delaware limited liability company (the “Company” or “Rubicon”), and Kevin Schubert (“Executive”), on the date fully executed by the Company and Executive below. This Agreement is entered into

Offer Letter Agreement, dated August 29, 2023.

Exhibit 10.3 August 29, 2023 Dear Mr. Grant Deans, It is a pleasure to offer you the position of VP of Accounting at Rubicon (“Rubicon” or the “Company”). This is a full-time position that reports to Chris Spooner and the responsibilities will consist of those duties you have discussed with Chris Spooner and Kevin Schubert. The Company expects you will commence your employment effective October 2,

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): May 23, 2024 Rubicon Technologies, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40910 88-3703651 (State or other jurisdiction of incorporation) (Commission

Amendment to Offer Letter Agreement, dated May 23, 2024.

Exhibit 10.2 FIRST AMENDMENT TO OFFER LETTER AGREEMENT This Amendment to the Offer Letter Agreement (hereinafter the “Amendment”) is made and entered into by and between Rubicon Technologies, Inc. (the “Company” or “Rubicon”), and Grant Deans (“Executive”), as of the date that the last party executes this Amendment (the “Effective Date”). This Amendment amends that certain Offer Letter Agreement e

RBT / Rubicon Technologies, Inc. / Palantir Technologies Inc. - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Rubicon Technologies, Inc. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 78112J208 (CUSIP Number) May 17, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to design

US78112J1170 / Rubicon Technologies, Inc. / Mizzen Capital, LP - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Rubicon Technologies, Inc. (Name of Issuer) Class A Common Stock, with par value $0.0001per share (Title of Class of Securities) 78112J109 (CUSIP Number) May 21, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to de

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 2) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 2) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-4

RUBICON TECHNOLOGIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (in thousands, except per share data)

Exhibit 99.1 Rubicon Reports First Quarter 2024 Financial Results Rubicon completes transformative transaction to accelerate journey to profitability New York, NY – May 20, 2024 – Rubicon Technologies, Inc. (“Rubicon” or the “Company”) (NYSE: RBT), a leading provider of technology solutions for waste and recycling generators, today reported financial and operational results for the first quarter o

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 20, 2024 Rubicon Technologies, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40910 88-3703651 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-40910 Rubicon Technologies, Inc. (Exact Name of Registrant as

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

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): May 16, 2024 Rubicon Technologies, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40910 88-3703651 (State or other jurisdiction of incorporation) (Commission

Rubicon Technology Inc. (Name of Registrant as Specified in Charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION SEC FILE NUMBER Washington, D.C. 20549 001-40910 FORM 12b-25 CUSIP NUMBER 78112J109 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

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): May 7, 2024 Rubicon Technologies, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40910 88-3703651 (State or other jurisdiction of incorporation) (Commission

Press Release, dated May 7, 2024

Exhibit 10.8 Rubicon Announces Sale of Fleet Technology Business Unit and Issuance of Preferred Equity New York, NY – May 7, 2024 – Rubicon Technologies, Inc. (“Rubicon” or the “Company”) (NYSE: RBT), a leading provider of technology solutions for waste, recycling, and fleet operations, today announced that it has sold its fleet technology business and issued convertible preferred stock in Rubicon

Securities Purchase Agreement, dated May 7, 2024, by and between Rubicon Technologies, Inc. and MBI Holdings, LP

Exhibit 10.2 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 7, 2024, is entered into by and between RUBICON TECHNOLOGIES, INC., a Delaware corporation, with headquarters located at 950 E Paces Ferry Rd NE Suite 810, Atlanta, GA 30326 (the “Company”), and the buyer identified on the signature pages hereto (the “Buyer”). RECITALS WHEREAS, the Comp

Form of Amendment No. 2 to Credit, Security and Guaranty Agreement, dated May 7, 2024, by and between Rubicon Technologies, Inc. and the Parties thereto

Exhibit 10.4 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 May 7, 2024, 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 co

Asset Purchase Agreement, dated May 7, 2024, by and among Rubicon Technologies, Inc., Rubicon Technologies Holdings, LLC and Wastech Corp. and, solely for the limited purposes set forth therein, GAFAPA, S.A. de C.V.

Exhibit 10.1 Execution Version CONFIDENTIAL ASSET Purchase Agreement by and among RUBICON TECHNOLOGIES, INC., RUBICON TECHNOLOGIES HOLDINGS, LLC and WASTECH CORP. Dated as of May 7, 2024 Table of Contents Page Article I DEFINITIONS 1 Article II The transaction 2 2.1 Purchase and Sale 2 2.2 Purchase Price 6 2.3 [Reserved] 6 2.4 Earn-Out 6 2.5 Withholding 9 Article III CLOSING AND DELIVERIES 9 3.1 C

Third Lien Sixth Amendment further amends the Credit, Security and Guaranty Agreement, dated as of December 22, 2021

Exhibit 10.6 SIXTH AMENDMENT to LOAN AND SECURITY AGREEMENT This SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Agreement”) is made as of May 7, 2024, 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 Ne

Registration Rights Agreement, dated May 7, 2024, by and among Rubicon Technologies, Inc. and the Stockholder Parties thereto

Exhibit 10.3 Execution Version REGISTRATION RIGHTS AGREEMENT dated as of May 7, 2024 among RUBICON TECHNOLOGIES, INC. AND THE STOCKHOLDERS PARTY HERETO TABLE OF CONTENTS Page Article I DEFINITIONS 1 Section 1.1 Definitions 1 Section 1.2 Interpretation 4 Article II DEMAND AND SHELF REGISTRATION RIGHTS 5 Section 2.1 Right to Demand Registration 5 Section 2.2 Shelf Registration 7 Section 2.3 Shelf Ta

Certificate of Designations, Preferences and Rights of Series A Convertible Perpetual Preferred Stock of Rubicon Technologies, Inc.

Exhibit 3.1 Execution Version CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF SERIES A CONVERTIBLE PERPETUAL PREFERRED STOCK OF RUBICON TECHNOLOGIES, INC. Pursuant to Section 151 of the Delaware General Corporation Law (as amended, supplemented or restated from time to time, the “DGCL”), Rubicon Technologies, Inc., a corporation organized and existing under the laws of the State of Delaware

Amendment No. 4 to Credit, Security and Guaranty Agreement, dated May 7, 2024, by and among Holdings, the Borrowers, Parent, Acquiom Agency Services LLC, as Agent

Exhibit 10.5 amendment No. 4 to CREDIT, SECURITY AND GUARANTY AGREEMENT This AMENDMENT NO. 4 TO CREDIT, SECURITY AND GUARANTY AGREEMENT (this “Agreement”) is made as of May 7, 2024, 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 co

RBT / Rubicon Technologies, Inc. / Enrich Jose Miguel - AMENDMENT NO. 5 Activist Investment

SC 13D/A 1 eh24047806313da5-rbt.htm AMENDMENT NO. 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* Rubicon Technologies, Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 78112J208 (CUSIP Number) Jose Miguel Enrich 781 Crandon Blvd. 902 Key Biscayn

Form of Waiver Agreement, dated May 7, 2024

Exhibit 10.7 WAIVER AGREEMENT This WAIVER AGREEMENT (the “Waiver Agreement”), dated as of , 2024, is made and entered into by and between Rubicon Technologies Inc., a Delaware corporation (the “Company”), and (the “Service Provider”). RECITALS WHEREAS, MBI Holdings, LP, a Delaware corporation (“Buyer”) and the Company, expect to enter into a Securities Purchase Agreement, to be dated on or about 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

RBTCW / Rubicon Technologies, Inc. - Equity Warrant / Mizzen Capital, LP - SC 13G/A Passive Investment

SC 13G/A 1 mizzencapitalsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Rubicon Technologies, Inc. (Name of Issuer) Class A Common Stock, with par value $0.0001per share (Title of Class of Securities) 78112J109 (CUSIP Number) April 22, 2024 (Date of Event Which Requires Filing of t

RBTCW / Rubicon Technologies, Inc. - Equity Warrant / Mizzen Capital, LP - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Rubicon Technologies, Inc. (Name of Issuer) Class A Common Stock, with par value $0.0001per share (Title of Class of Securities) 78112J109 (CUSIP Number) March 22, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to d

Rubicon Technologies, Inc. Clawback Policy.

Exhibit 97.1 RUBICON TECHNOLOGIES, INC. INCENTIVE BASED COMPENSATION RECOUPMENT POLICY 1. Purpose. The purpose of the Rubicon Technologies, Inc. Incentive Based Compensation Recoupment Policy (the “Policy”) is to set forth the circumstances in which Rubicon Technologies, Inc. (the “Company”) will recover the amount of Erroneously Awarded Compensation (as defined below) received by a current or for

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUA

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-409

Rubicon Receives Notice of Non-Compliance with NYSE Trading Share Price and Market Capitalization Listing Rules

Exhibit 99.1 Rubicon Receives Notice of Non-Compliance with NYSE Trading Share Price and Market Capitalization Listing Rules New York, NY – March 22, 2024 – Rubicon Technologies, Inc. (“Rubicon” or the “Company”) (NYSE: RBT), a leading provider of technology solutions for waste, recycling, and fleet operations, today announced that on March 18, 2024 it received a notice (the “Notice”) from the New

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): March 18, 2024 Rubicon Technologi

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): March 18, 2024 Rubicon Technologies, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40910 88-3703651 (State or other jurisdiction of incorporation) (Commissi

RBT / Rubicon Technologies, Inc. / Enrich Jose Miguel - AMENDMENT NO. 4 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* Rubicon Technologies, Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 78112J208 (CUSIP Number) Jose Miguel Enrich 781 Crandon Blvd. 902 Key Biscayne, FL 33149 (844) 479-1507 (Name, Address and Teleph

RUBICON TECHNOLOGIES, INC AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (in thousands, except per share data)

Exhibit 99.1 Rubicon Reports Fourth Quarter and Full Year 2023 Financial Results Rubicon makes significant progress toward profitability and positive Adjusted EBITDA. New York, NY – March 7, 2024 – Rubicon Technologies, Inc. (“Rubicon” or the “Company”) (NYSE: RBT), a leading provider of technology solutions for waste, recycling, and fleet operations, today reported financial and operational resul

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 7, 2024 Rubicon Technologies, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40910 88-3703651 (State or other jurisdiction of incorporation) (Commissio

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): February 16, 2024 RUBICON TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 001-40910 88-3703651 (State or other jurisdiction of incorporation) (Commi

JOINT FILING AGREEMENT

EX-99.1 2 tm246129d6ex99-1.htm EXHIBIT 99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the equity securities of Rubicon Technologies, Inc. is, and any amendment thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) prom

RBT / Rubicon Technologies, Inc. / Moelis & Co - SC 13G/A Passive Investment

SC 13G/A 1 d761617dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. 1 RUBICON TECHNOLOGIES, INC. (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 78112J109 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Chec

RBT / Rubicon Technologies, Inc. / YA II PN, Ltd. - SC 13G/A Passive Investment

SC 13G/A 1 tm246129d6sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Rubicon Technologies, Inc. (Name of Issuer) Class A Common Stock, with a par value $0.0001 per share (Title of Class of Securities) 78112J109 (CUSIP Number) December 31, 2023 (Date of Event, which Requires Filin

Amendment No. 3 To Credit, Security and Guaranty Agreement, dated January 24, 2024, by and between Rubicon Technologies, Inc. and MidCap Funding IV Trust.

Exhibit 10.1 Execution Version amendment No. 3 to CREDIT, SECURITY AND GUARANTY AGREEMENT This AMENDMENT NO. 3 TO CREDIT, SECURITY AND GUARANTY AGREEMENT (this “Agreement”) is made as of January 24, 2024, by and among RUBICON TECHNOLOGIES HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), RUBICON TECHNOLOGIES INTERNATIONAL, INC., a Delaware corporation, RUBICON GLOBAL, LLC, a Delawa

The Sponsor Guaranty Agreement, dated January 24, 2024, by and between Rodina Capital and MidCap Funding IV Trust.

Exhibit 10.2 Execution Version SPONSOR GUARANTY AGREEMENT THIS SPONSOR GUARANTY AGREEMENT (this “Guaranty”) is made as of January 24, 2024, by Rodina Capital (the “Guarantor”) in favor of MidCap Funding IV Trust, as agent (in such capacity, together with its successors and permitted assigns, “Agent”) for the Lenders (as defined in the Credit Agreement referenced below). W I T N E S S E T H: WHEREA

The Sponsor Capital Contribution Agreement dated January 24, 2024, by and between Rubicon Technologies, Inc., Rubicon Technologies Holdings, LLC, Rubicon Technologies International, Inc., Rubicon Global, LLC, CleanCo LLC, Charter Waste Management, Inc., RiverRoad Waste Solutions, Inc., and Rodina Capital.

Exhibit 10.3 SPONSOR CAPITAL CONTRIBUTION AGREEMENT between RUBICON TECHNOLOGIES HOLDINGS, LLC RUBICON TECHNOLOGIES INTERNATIONAL, INC. RUBICON GLOBAL, LLC CLEANCO LLC CHARTER WASTE MANAGEMENT, INC. RIVERROAD WASTE SOLUTIONS, INC. each as a Borrower, and collectively the Borrowers and RUBICON TECHNOLOGIES, INC. as Parent and RODINA CAPITAL as Sponsor dated as of January 24, 2024 SPONSOR CAPITAL CO

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): January 24, 2024 Rubicon Technologies, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40910 88-3703651 (State or other jurisdiction of incorporation) (Commis

FOUN / Founder SPAC - Class A / Guardians of New Zealand Superannuation - SC 13G/A Passive Investment

SC 13G/A 1 tm243699d1sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Rubicon Technologies, Inc. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) G3661E106 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of thi

RBT / Rubicon Technologies, Inc. / Palantir Technologies Inc. - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Rubicon Technologies, Inc. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 78112J208 (CUSIP Number) January 2, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to des

RUBICON TECHNOLOGIES, INC. 7,420,366 Shares of Class A Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-276401 PROSPECTUS RUBICON TECHNOLOGIES, INC. 7,420,366 Shares of Class A Common Stock This prospectus relates to the offer and resale, from time to time, by the Selling Stockholders named in this prospectus or its permitted transferee(s) (the “Selling Stockholders”) of up to 7,420,366 shares (the “Shares”) of Class A common stock, par value $0.

January 10, 2024

January 10, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, NE Washington, D.

As filed with the Securities and Exchange Commission on January 9, 2024.

As filed with the Securities and Exchange Commission on January 9, 2024. Registration No. 333-276401 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 RUBICON TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 88-3703651 (State or other jurisdiction of incorpora

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Rubicon Technologies, Inc.

As filed with the Securities and Exchange Commission on January 5, 2024.

As filed with the Securities and Exchange Commission on January 5, 2024. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 RUBICON TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 88-3703651 (State or other jurisdiction of incorporation or organization) (I.

Amendment No. 2 To Credit, Security and Guaranty Agreement, dated December 5, 2023, by and between Rubicon Technologies, Inc. and MidCap Funding IV Trust.

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 Delawa

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 Technolo

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) (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-40910 Rubicon Technologies, Inc. (Exact Name of Registran

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 8, 2023 Rubicon Technologies, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40910 88-3703651 (State or other jurisdiction of incorporation) (Commis

RUBICON TECHNOLOGIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (in thousands, except per share data)

Exhibit 99.1 Rubicon Reports Third Quarter 2023 Financial Results Rubicon achieves third consecutive quarter of record Gross Profit at approximately $13.4 million, more than double Gross Profit over the third quarter of 2022. New York, NY – November 8, 2023 – Rubicon Technologies, Inc. (“Rubicon” or the “Company”) (NYSE: RBT), a leading provider of software-based waste, recycling, and fleet operat

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange ("NYSE" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the entire class of Warrants, eeach warrant is exercisable for 1/8th of a share of Class A Common Stock at an exercise price of $92.

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): October 16, 2023 Rubicon Technolo

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): October 16, 2023 Rubicon Technologies, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40910 88-3703651 (State or other jurisdiction of incorporation) (Commis

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

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): September 26, 2023 Rubicon Technologies, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40910 88-3703651 (State or other jurisdiction of incorporation) (Comm

Certificate of Amendment, dated September 26, 2023

Exhibit 3.1

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): September 15, 2023 Rubicon Technologies, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40910 88-3703651 (State or other jurisdiction of incorporation) (Comm

Limited Waiver and Amendment No. 1 to the Credit, Security and Guaranty Agreement, dated September 17, 2023, by and among the Company, as guarantor, Midcap Funding IV Trust, as agent, and the borrowers and the lenders party thereto.

Exhibit 10.4 Execution Version LIMITED WAIVER AND amendment No. 1 to CREDIT, SECURITY AND GUARANTY AGREEMENT This LIMITED WAIVER AND AMENDMENT NO. 1 TO CREDIT, SECURITY AND GUARANTY AGREEMENT (this “Agreement”) is made as of September 17, 2023, by and among RUBICON TECHNOLOGIES HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), RUBICON TECHNOLOGIES INTERNATIONAL, INC., a Delaware co

Securities Purchase Agreement, dated September 15, 2023, by and between Rubicon Technologies, Inc. and MBI Holdings LP.

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of September 15, 2023, is entered into by and between RUBICON TECHNOLOGIES, INC., a Delaware corporation, with headquarters located at 335 Madison Avenue, 4th Floor, New York, NY 10017 (the “Company”), and the buyer(s) identified on the signature pages hereto (collectively, the “Buyer”). RECIT

Common Stock Purchase Warrant, dated September 15, 2023, issued by Rubicon Technologies, Inc. to MBI Holdings LP or their assigns

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Exhibit 1

EX-1 2 ex1.htm SECURITIES PURCHASE AGREEMENT Rubicon Technologies, Inc. SC 13D/A Exhibit 1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of September 15, 2023, is entered into by and between RUBICON TECHNOLOGIES, INC., a Delaware corporation, with headquarters located at 335 Madison Avenue, 4th Floor, New York, NY 10017 (the “Company”), and the buyer(

RBT / Rubicon Technologies Inc - Class A / Enrich Jose Miguel - AMENDMENT TO FORM SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Amendment No. 3)* UNDER THE SECURITIES EXCHANGE ACT OF 1934 Rubicon Technologies, Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 78112J109 (CUSIP Number) Jose Miguel Enrich 781 Crandon Blvd. 902 Key Biscayne, FL 33149 (844) 479-1507 (Name, Address and Teleph

Limited Waiver and Fifth Amendment to Loan and Security Agreement, dated September 17, 2023, by and among the Company, as guarantor, Mizzen Capital, LP, as agent, and the borrowers and the lenders party thereto.

Exhibit 10.5 Execution Version LIMITED WAIVER AND FIFTH AMENDMENT to LOAN AND SECURITY AGREEMENT This LIMITED WAIVER AND FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Agreement”) is made as of September 17, 2023, by and among RUBICON TECHNOLOGIES HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), RUBICON TECHNOLOGIES INTERNATIONAL, INC., a Delaware corporation, RUBICON GLOBA

Limited Waiver and Amendment No. 1 to Credit, Security and Guaranty Agreement, dated September 17, 2023, by and among the Company, as guarantor, Acquiom Agency Services LLC, as agent, and the borrowers and the lenders party thereto.

Exhibit 10.3 Execution Version LIMITED WAIVER AND amendment No. 1 to CREDIT, SECURITY AND GUARANTY AGREEMENT This LIMITED WAIVER AND AMENDMENT NO. 1 TO CREDIT, SECURITY AND GUARANTY AGREEMENT (this “Agreement”) is made as of September 17, 2023, by and among RUBICON TECHNOLOGIES HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), RUBICON TECHNOLOGIES INTERNATIONAL, INC., a Delaware co

RUBICON TECHNOLOGIES, INC. Up to $50,000,000 CLASS A COMMON STOCK

Filed Pursuant to Rule 424(b)(5) Registration No. 333-274348 PROSPECTUS RUBICON TECHNOLOGIES, INC. Up to $50,000,000 CLASS A COMMON STOCK We have entered into a Controlled Equity OfferingSM Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co. (the “Sales Agent”) relating to the sale of shares of our Class A common stock, par value $0.0001 per share (“Class A Common Stock”), offered

Form of Amendment to Convertible Debenture.

Exhibit 10.2 FORM AMENDMENT NO. 2 TO CONVERTIBLE DEBENTURE This AMENDMENT NO. 2 TO CONVERTIBLE DEBENTURE (this “Amendment”) dated as of September [●], 2023, by and between Rubicon Technologies, Inc. (the “Company”) and each of the investors signatory hereto (the “Holders”). Each of the Company and the Holders shall be referred to collectively as the “Parties” and individually as a “Party.” W I T N

Up to 119,701,374 Shares of Class A Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-269646 PROSPECTUS Up to 119,701,374 Shares of Class A Common Stock This prospectus relates to the resale from time to time by the selling securityholders named in this prospectus (the “Selling Securityholders”) of (a) up to an aggregate of 119,701,374 shares of Class A Common Stock (as defined below), including (i) up to 5,629,245 shares of Cla

September 18, 2023

September 18, 2023 VIA EDGAR Larry Spirgel, Office Chief Kathleen Krebs, Special Counsel Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, NE Washington, D.

September 14, 2023

September 14, 2023 VIA EDGAR Larry Spirgel, Office Chief Kathleen Krebs, Special Counsel Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, NE Washington, D.

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): September 5, 2023 Rubicon Technol

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): September 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) (Commi

Controlled Equity OfferingSM Sales Agreement, dated September 5, 2023, between Rubicon Technologies, Inc. and Cantor Fitzgerald & Co.

Exhibit 1.1 Execution Version Rubicon Technologies, Inc. Shares of Common Stock (par value $0.0001 per share) Controlled Equity OfferingSM Sales Agreement September 5, 2023 Cantor Fitzgerald & Co. 499 Park Avenue New York, NY 10022 Ladies and Gentlemen: Rubicon Technologies, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “A

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Rubicon Technologies, Inc.

As filed with the Securities and Exchange Commission on September 1, 2023

As filed with the Securities and Exchange Commission on September 1, 2023 Registration No.

At the Market Offering Agreement.

Exhibit 1.2 Execution Version Rubicon Technologies, Inc. Shares of Common Stock (par value $0.0001 per share) Controlled Equity OfferingSM Sales Agreement September 5, 2023 Cantor Fitzgerald & Co. 499 Park Avenue New York, NY 10022 Ladies and Gentlemen: Rubicon Technologies, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “A

As filed with the Securities and Exchange Commission on September 5, 2023

As filed with the Securities and Exchange Commission on September 5, 2023 Registration No.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Rubicon Technologies, Inc.

Form of Indenture with respect to Debt Securities.

Exhibit 4.8 RUBICON TECHNOLOGIES, INC. and [ ], as Trustee Indenture Dated as of [ ] Debt Securities CROSS REFERENCE SHEET* Between Provisions of Trust Indenture Act (as defined herein) and Indenture, dated as of [], between RUBICON TECHNOLOGIES, INC. and [], as Trustee: SECTION OF THE ACT SECTION OF INDENTURE 310(a)(1) and (2) 6.9 310(a)(3) and (4) Inapplicable 310(b) 6.8 and 6.10(a), (b) and (d)

Convertible Debenture Assignment and Assumption Agreement, dated August 8, 2023.

Rubicon Technologies, Inc. — Schedule 13D/A Exhibit 4 CONVERTIBLE DEBENTURE ASSIGNMENT AND ASSUMPTION AGREEMENT This Assignment and Assumption Agreement (this “Agreement”) dated as of August 8, 2023 (the “Effective Date”), is entered into by and between YA II PN, Ltd. (“Assignor” or “Yorkville”), and the signatories herein (“Assignee”) with respect to the Convertible Debentures (Debenture Number:

RBT / Rubicon Technologies Inc - Class A / Enrich Jose Miguel - AMENDMENT TO FORM SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Amendment No. 2)* UNDER THE SECURITIES EXCHANGE ACT OF 1934 Rubicon Technologies, Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 78112J109 (CUSIP Number) Jose Miguel Enrich 781 Crandon Blvd. 902 Key Biscayne, FL 33149 (844) 479-1507 (Name, Address and Teleph

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): August 16, 2023 Rubicon Technolog

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): August 16, 2023 Rubicon Technologies, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40910 88-3703651 (State or other jurisdiction of incorporation) (Commiss

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): August 8, 2023 Rubicon Technologi

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): August 8, 2023 Rubicon Technologies, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40910 88-3703651 (State or other jurisdiction of incorporation) (Commissi

Amendment to Convertible Debenture No.2, dated as of August 8, 2023, by and between Rubicon Technologies, Inc. and the holder signatories thereto.

Exhibit 10.3 AMENDMENT TO CONVERTIBLE DEBENTURE This AMENDMENT TO CONVERTIBLE DEBENTURE (this “Amendment”) dated as of August 8, 2023, by and between Rubicon Technologies, Inc. (the “Company”) and the investor signatory hereto (the “Holder”). Each of the Company and the Holder shall be referred to collectively as the “Parties” and individually as a “Party.” W I T N E S S E T H: WHEREAS, pursuant t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-40910 Rubicon Technologies, Inc. (Exact Name of Registrant as

Convertible Debenture Assignment and Assumption Agreement, dated as of August 8, 2023, by and between YA II PN, Ltd. and the holder signatories thereto.

Exhibit 10.1 CONVERTIBLE DEBENTURE ASSIGNMENT AND ASSUMPTION AGREEMENT This Assignment and Assumption Agreement (this “Agreement”) dated as of August 8, 2023 (the “Effective Date”), is entered into by and between YA II PN, Ltd. (“Assignor” or “Yorkville”), and the signatories herein (“Assignee”) with respect to the Convertible Debentures (Debenture Number: RBT-1 and Debenture Number: RBT-2) (the “

Amendment to Convertible Debenture No.1, dated as of August 8, 2023, by and between Rubicon Technologies, Inc. and the holder signatories thereto.

Exhibit 10.2 AMENDMENT TO CONVERTIBLE DEBENTURE This AMENDMENT TO CONVERTIBLE DEBENTURE (this “Amendment”) dated as of August 8, 2023, by and between Rubicon Technologies, Inc. (the “Company”) and the investor signatory hereto (the “Holder”). Each of the Company and the Holder shall be referred to collectively as the “Parties” and individually as a “Party.” W I T N E S S E T H: WHEREAS, pursuant t

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): August 8, 2023 Rubicon Technologi

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): August 8, 2023 Rubicon Technologies, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40910 88-3703651 (State or other jurisdiction of incorporation) (Commissi

RUBICON TECHNOLOGIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (in thousands, except per share data)

Exhibit 99.1 Rubicon Reports Second Quarter 2023 Financial Results Rubicon achieves second consecutive quarter of record Gross Profit at approximately $12 million, more than double Gross Profit in the second quarter of 2022. The Company remains on track to achieve positive Adjusted EBITDA for Q4 2023. New York, NY – August 8, 2023 – Rubicon Technologies, Inc. (“Rubicon” or the “Company”) (NYSE: RB

RBT / Rubicon Technologies Inc - Class A / Enrich Jose Miguel - AMENDMENT TO FORM SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Amendment No. 1)* UNDER THE SECURITIES EXCHANGE ACT OF 1934 Rubicon Technologies, Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 78112J109 (CUSIP Number) Jose Miguel Enrich 781 Crandon Blvd. 902 Key Biscayne, FL 33149 (844) 479-1507 (Name, Address and Teleph

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): July 28, 2023 Rubicon Technologie

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): July 28, 2023 Rubicon Technologies, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40910 88-3703651 (State or other jurisdiction of incorporation) (Commissio

RBT / Rubicon Technologies Inc - Class A / Palantir Technologies Inc. - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Rubicon Technologies, Inc. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 78112J109 (CUSIP Number) July 6, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to design

Exhibit 3

Rubicon Technologies, Inc. SC 13D Exhibit 3 FORM OF REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May, 2023 by and among RUBICON TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and each of the investors signatory hereto (collectively the “Investor”). WHEREAS: A. In connection with the Subscription Agreement by and among the parties her

Agreement of Joint Filing by Jose Miguel Enrich, MBI, GFAPCH, Pequeno, DGR and Bolis (incorporated by reference to the Schedule 13D filed by the Reporting Persons on June 26, 2023).

Rubicon Technologies, Inc. SC 13D Exhibit 1 JOINT FILING AGREEMENT This JOINT FILING AGREEMENT, dated as of June 26, 2023, is entered into by and among Jose Miguel Enrich, MBI Holdings, LP, GFAPCH FO, S.C., Pequeno Holdings LP, DGR Holdings LP, Bolis Holdings LP. Each of the above are together referred to herein as the “Parties” and each individually as a “Party.” Pursuant to Rule 13d-l(k)(l)(iii)

RBT / Rubicon Technologies Inc - Class A / Enrich Jose Miguel - SCHEDULE FILED TO REPORT ACQUISITION OF BENEFICIAL OWNERSHIP Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Amendment No. )* UNDER THE SECURITIES EXCHANGE ACT OF 1934 Rubicon Technologies, Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 78112J109 (CUSIP Number) Jose Miguel Enrich 781 Crandon Blvd. 902 Key Biscayne, FL 33149 (844) 479-1507 (Name, Address and Telepho

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): June 8, 2023 Rubicon Technologies

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): June 8, 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 2, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 2, 2023 Rubicon Technologies, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40910 88-3703651 (State or other jurisdiction of incorp

Credit, Security and Guaranty Agreement, dated as of June 7, by and among the Borrowers, Guarantors, and Midcap Funding IV, Trust.

Exhibit 10.2 CREDIT, SECURITY AND GUARANTY AGREEMENT dated as of June 7, 2023 by and among RUBICON TECHNOLOGIES HOLDINGS, LLC, RUBICON TECHNOLOGIES INTERNATIONAL, INC., RUBICON GLOBAL, LLC, CLEANCO LLC, CHARTER WASTE MANAGEMENT, INC., RIVERROAD WASTE SOLUTIONS, INC., the other entities shown on the signature pages hereto and any additional borrower that hereafter becomes party hereto, each as a Bo

Form of Amendment to Convertible Debenture (First Closing).

Exhibit 10.4 FORM OF AMENDMENT TO CONVERTIBLE DEBENTURE This AMENDMENT TO CONVERTIBLE DEBENTURE (this “Amendment”) dated as of June 2, 2023, by and between Rubicon Technologies, Inc. (the “Company”) and each of the investors signatory hereto (the “Holders”). Each of the Company and the Holders shall be referred to collectively as the “Parties” and individually as a “Party.” W I T N E S S E T H: WH

Credit, Security and Guaranty Agreement, dated as of June 7, by and among the Borrowers, Guarantors and Acquiom Agency Services LLC.

Exhibit 10.1 Execution Version CREDIT, SECURITY AND GUARANTY AGREEMENT dated as of June 7, 2023 by and among RUBICON TECHNOLOGIES HOLDINGS, LLC, RUBICON TECHNOLOGIES INTERNATIONAL, INC., RUBICON GLOBAL, LLC, CLEANCO LLC, CHARTER WASTE MANAGEMENT, INC., RIVERROAD WASTE SOLUTIONS, INC., the other entities shown on the signature pages hereto and any additional borrower that hereafter becomes party he

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): June 2, 2023 Rubicon Technologies

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): June 2, 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

Form of Amendment to Convertible Debenture (Second Closing).

Exhibit 10.5 FORM OF AMENDMENT TO CONVERTIBLE DEBENTURE This AMENDMENT TO CONVERTIBLE DEBENTURE (this “Amendment”) dated as of June 2, 2023, by and between Rubicon Technologies, Inc. (the “Company”) and each of the investors signatory hereto (the “Holders”). Each of the Company and the Holders shall be referred to collectively as the “Parties” and individually as a “Party.” W I T N E S S E T H: WH

Form of Warrant Agreement by and between Rubicon Technologies, Inc. and each holder thereto.

Exhibit 4.1 FORM OF WARRANT NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN E

Fourth Amendment to Subordinated Term Loan Agreement, dated as of June 7, 2023, by and among the Borrower, Guarantors, and Mizzen Capital LP.

EX-10.3 5 rubicontechex10-3.htm EXHIBIT 10.3 Exhibit 10.3 FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT This Fourth Amendment TO LOAN AND SECURITY AGREEMENT (this “Amendment”) dated as of June 7, 2023, is entered into by and among RUBICON GLOBAL, LLC, a Delaware limited liability company (“Rubicon”) and RIVERROAD WASTE SOLUTIONS, INC., a New Jersey corporation (“RiverRoad”; and together with Rub

Financing Commitment, dated as of May 20, 2023, by and between the Company and Rodina Capital.

Exhibit 10.5 Confidential Rodina Capital May 20, 2023 Rubicon Technologies, Inc. 335 Madison Ave 4th Floor New York, NY 10017 Re: Financing Commitment Ladies and Gentlemen: Rodina Capital or a third party investor designated by Rodina Capital (the “Investor”), intends to provide financing to Rubicon Technologies, Inc. (the “Company”), a Delaware corporation, through the issuance by the Company of

Form of May 2023 Equity Subscription Agreement.

EX-10.1 2 rubicontech10-1.htm EXHIBIT 10.1 Exhibit 10.1 FORM OF SUBSCRIPTION AGREEMENT RUBICON TECHNOLOGIES, INC. This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into as of the date on the signature page hereto (the “Effective Date”), by and between Rubicon Technologies, Inc., a Delaware corporation (the “Company”), and the undersigned (the “Purchaser”). WHEREAS, the Company

Third Amendment to Subordinated Term Loan Agreement, dated as of May 19, 2023, by and among the Borrower, Guarantors, and Mizzen Capital LP.

Exhibit 10.3 THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is dated as of May 19, 2023 (the “Effective Date”), among RUBICON GLOBAL, LLC, a Delaware limited liability company (“Rubicon”) and RIVERROAD WASTE SOLUTIONS, INC., a New Jersey corporation (“RiverRoad”; together with Rubicon, each a “Borrower” and collectively the “Bo

Eighth Amendment to Loan and Security Agreement, dated as of May 19, 2023, by and among the Borrowers, Guarantors, and Pathlight Capital LP.

Exhibit 10.2 EXECUTED PATHLIGHT CAPITAL LP 100 Federal Street Boston, Massachusetts 02110 May 19, 2023 Rubicon Global, LLC 100 West Main Street, Suite 610 Lexington, Kentucky 40507 Attention: Chris Spooner Re: Maturity Extension Ladies and Gentlemen: This letter (this “Letter Agreement”) is delivered to you in connection with that certain Loan and Security Agreement, dated as of March 29, 2019 (as

Amendment to the Grant Notice and Standard Terms and Conditions of Restricted Stock Unit Award, dated as of May 21, 2023, of Philip Rodoni.

Exhibit 10.6 RUBICON TECHNOLOGIES, INC. 2022 EQUITY INCENTIVE PLAN AMENDMENT TO GRANT NOTICE AND STANDARD TERMS AND CONDITIONS OF RESTRICTED STOCK UNIT AWARD THIS AMENDMENT to that certain Grant Notice for Restricted Stock Unit Award and the Standard Terms and Conditions of that certain restricted stock unit award (the “Agreement”), by and between Rubicon Technologies, Inc., a Delaware corporation

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): May 18, 2023 Rubicon Technologies

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): May 18, 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

The Loan Conversion Agreement, dated as of May 19, 2023, by and between the Company and CHPAF Holdings SAPI de CV.

Exhibit 10.4 LOAN CONVERSION AGREEMENT This LOAN CONVERSION AGREEMENT (this “Agreement”) is made and entered as of May 19, 2023 (the “Effective Date”), by and between Rubicon Technologies, Inc., a Delaware corporation (the “Company”) and CHPAF Holdings SAPI de CV (the “Lender”), with reference to the following facts: *W I T N E S S E T H * WHEREAS, the Company executed and delivered to Lender, as

Amendment to CEO Transition Agreement, dated as of May 21, 2023, of Nathaniel Morris.

Exhibit 10.7 FIRST AMENDMENT TO CEO TRANSITION AGREEMENT This Amendment to the CEO Transition Agreement (hereinafter the “Amendment”) is made and entered into by and between Rubicon Technologies, Inc. (the “Company” or “Rubicon”), and Nathaniel R. Morris (“Executive”), as of the date that the last party executes this Amendment (the “Effective Date”). This Amendment amends that certain CEO Transiti

Rubicon Reports First Quarter 2023 Financial Results Rubicon achieves record Gross Profit of $9.3 million, 50% higher compared to the first quarter of 2022. The Company remains on track to achieve positive Adjusted EBITDA for Q4 2023.

Exhibit 99.1 Rubicon Reports First Quarter 2023 Financial Results Rubicon achieves record Gross Profit of $9.3 million, 50% higher compared to the first quarter of 2022. The Company remains on track to achieve positive Adjusted EBITDA for Q4 2023. New York, NY (May 22, 2023) – Rubicon Technologies, Inc. (“Rubicon” or the “Company”) (NYSE: RBT), a leading digital marketplace for waste and recycling

Results of Operations and Financial Condition, Financial Statements and Exhibits

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): May 22, 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-40910 Rubicon Technologies, Inc. (Exact Name of Registrant as

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

( UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Def

Rubicon Technology Inc. (Name of Registrant as Specified in Charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION SEC FILE NUMBER Washington, D.C. 20549 001-40910 FORM 12b-25 CUSIP NUMBER 78112J109 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transi

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Rubicon Technologies, Inc.

As filed with the Securities and Exchange Commission on May 11, 2023

As filed with the Securities and Exchange Commission on May 11, 2023 Registration No.

* * * * * * *

May 11, 2023 BY EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, NE Washington, DC 20549 Re: Rubicon Technologies, Inc.

* * * * * * *

May 2, 2023 BY EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, NE Washington, DC 20549 Re: Rubicon Technologies, Inc.

Form of Subscription Agreement, dated as of March 16, 2023, by and between Rubicon Technologies, Inc. and Jose Miguel Enrich, Felipe Chico Hernandez, and Andres Chico Hernandez.

Exhibit 10.54 SUBSCRIPTION AGREEMENT RUBICON TECHNOLOGIES, INC. This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into as of the date on the signature page hereto, by and between Rubicon Technologies, Inc., a Delaware corporation (the “Company”), and the undersigned (the “Purchaser”). WHEREAS, the Company’s common stock, par value $0.0001 per share (the “Common Stock”) is list

As filed with the Securities and Exchange Commission on May 2, 2023

As filed with the Securities and Exchange Commission on May 2, 2023 Registration No.

Share Issuance Agreement, dated as of March 29, 2023, by and between Rubicon Technologies, Inc. and Palantir Technologies Inc.

Exhibit 10.55 ORDER #2 SHARE ISSUANCE AGREEMENT This ORDER #2 SHARE ISSUANCE AGREEMENT (this “Agreement”) is made and entered into as of March 29, 2023 (the “Effective Date”) by and between Rubicon Technologies, Inc., a Delaware corporation with principal offices at 100 West Main Street Suite #610, Lexington, KY 40507 (the “Company”), and Palantir Technologies Inc., a Delaware corporation with pri

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Rubicon Technologies, Inc.

As filed with the Securities and Exchange Commission on April 14, 2023

As filed with the Securities and Exchange Commission on April 14, 2023 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

* * * * * * *

April 14, 2023 BY EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, NE Washington, DC 20549 Re: Rubicon Technologies, Inc.

RBT / Rubicon Technologies Inc - Class A / Palantir Technologies Inc. - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Rubicon Technologies, Inc. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 78112J109 (CUSIP Number) August 15, 2022 and March 31, 2023 (Date of Event Which Requires Filing of this Statement) Check t

RBT / Rubicon Technologies Inc - Class A / Vellar Opportunities Fund Master, Ltd. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

Rubicon Receives Notice of Non-Compliance with NYSE Trading Share Price Listing Rule

Exhibit 99.1 Rubicon Receives Notice of Non-Compliance with NYSE Trading Share Price Listing Rule New York, NY (March 31, 2023) – Rubicon Technologies, Inc. (“Rubicon” or the “Company”) (NYSE: RBT), a leading digital marketplace for waste and recycling and provider of innovative software-based products for businesses and governments worldwide, today announced that it received notice from the New Y

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): March 28, 2023 RUBICON TECHNOLOGI

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): March 28, 2023 RUBICON TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 001-40910 88-3703651 (State or other jurisdiction of incorporation) (Commissi

As filed with the Securities and Exchange Commission on March 28, 2023

As filed with the Securities and Exchange Commission on March 28, 2023 Registration No.

As filed with the Securities and Exchange Commission on March 27, 2023

As filed with the Securities and Exchange Commission on March 27, 2023 Registration No.

As filed with the Securities and Exchange Commission on March 27, 2023

As filed with the Securities and Exchange Commission on March 27, 2023 Registration No.

Second Amendment to Loan and Security Agreement, dated as of March 22, 2023, by and among Rubicon Global, LLC, Riverroad Waste Solutions, Inc., Rubicon Technologies Holdings, LLC, Cleanco LLC, Charter Waste Management, Inc., Rubicon Technologies International, Inc., the lenders party thereto, and Mizzen Capital, LP.

Exhibit 10.54 SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT This SECOND Amendment TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is dated as of March 22, 2023 (the “Effective Date”), among RUBICON GLOBAL, LLC, a Delaware limited liability company (“Rubicon”) and RIVERROAD WASTE SOLUTIONS, INC., a New Jersey corporation (“RiverRoad”; together with Rubicon, each a “Borrower” and collectively th

Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-40910 Rubicon Technol

Description of Rubicon Technologies, Inc.’s Securities

Exhibit 4.5 Description of Rubicon Technologies, Inc. Securities Capital Stock As of March 22, 2023, Rubicon Technologies, Inc. (“Rubicon,” “Company,” “we,” “us,” or “our”) had two classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): our Class A common stock, par value $0.0001 per share (the “Class A Common Stock”) and Class V c

Ninth Amendment to Loan and Security Agreement, dated as of March 22, 2023, by and among the lenders party thereto, Eclipse Business Capital LLC, Rubicon Global, LLC, Riverroad Waste Solutions, Inc., Rubicon Technologies Holdings, LLC, Cleanco LLC, Charter Waste Management, Inc., and Rubicon Technologies International, Inc.

EXHIBIT 10.55 NINth amendment TO LOAN AND SECURITY AGREEMENT This NINTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), is dated as of March 22, 2023, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”), ECLIPSE BUSINESS CAPITAL LLC, a Delaware limited lia

Executive Employment Agreement, dated as of March 20, 2023, by and between Philip Rodoni and Rubicon Technologies, LLC.

Exhibit 10.57 EXECUTIVE EMPLOYMENT AGREEMENT This Employment Agreement (hereinafter the “Agreement”) is made and entered into by and between Rubicon Technologies, LLC, a Delaware limited liability company (the “Company” or “Rubicon”), and Phil Rodoni (“Executive”), as of the date that the last party executes this Agreement (the “Effective Date”). WITNESSETH: WHEREAS, the Company and Executive each

Executive Employment Agreement, dated as of March 20, 2023, by and between Kevin Schubert and Rubicon Technologies, LLC.

Exhibit 10.56 EXECUTIVE EMPLOYMENT AGREEMENT This Employment Agreement (hereinafter the “Agreement”) is made and entered into by and between Rubicon Technologies, LLC, a Delaware limited liability company (the “Company” or “Rubicon”), and Kevin Schubert (“Executive”), as of the date that the last party executes this Agreement (the “Effective Date”). WITNESSETH: WHEREAS, the Company and Executive e

Financing Commitment Letter Agreement, dated as of March 20, 2023, by and between, Rubicon Technologies, Inc. and Rodina Capital.

Exhibit 10.58 Confidential Rodina Capital March 20, 2023 Rubicon Technologies, Inc. 335 Madison Ave 4th Floor New York, NY 10017 Re: Financing Commitment Ladies and Gentlemen: Rodina Capital or a third party investor designated by Rodina Capital (the “Investor”), intends to provide financing to Rubicon Technologies, Inc. (the “Company”), a Delaware corporation, through the issuance by the Company

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): March 13, 2023 Rubicon Technologi

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): March 13, 2023 Rubicon Technologies, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40910 88-3703651 (State or other jurisdiction of incorporation) (Commissi

Rubicon Reports Fourth Quarter and Full Year 2022 Financial Results Full year 2022 Adjusted Gross Profit grew to $53.3 million, 14% higher compared to 2021. The Company expects to achieve positive Adjusted EBITDA for Q4 2023.

Exhibit 99.1 Rubicon Reports Fourth Quarter and Full Year 2022 Financial Results Full year 2022 Adjusted Gross Profit grew to $53.3 million, 14% higher compared to 2021. The Company expects to achieve positive Adjusted EBITDA for Q4 2023. New York, NY (March 8, 2022) – Rubicon Technologies, Inc. (“Rubicon” or the “Company”) (NYSE: RBT), a leading digital marketplace for waste and recycling and pro

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): March 8, 2023 Rubicon Technologie

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): March 8, 2023 Rubicon Technologies, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40910 88-3703651 (State or other jurisdiction of incorporation) (Commissio

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): February 15, 2023 Rubicon Technol

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): February 15, 2023 Rubicon Technologies, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40910 88-3703651 (State or other jurisdiction of incorporation) (Commi

General Release and Separation Agreement, dated as of February 16, 2023, by and between Jevan Anderson and Rubicon Technologies, LLC

Exhibit 10.1 General Release and Separation Agreement This General Release and Separation Agreement (including all Exhibits attached hereto) (hereinafter the “Agreement”) is made and entered into by and between Rubicon Technologies, LLC, a Delaware limited liability company (the “Company”), and Jevan Anderson (“Executive”) (each of the Company and Executive a “Party” and, together, the “Parties”).

Rubicon Names Kevin Schubert as Chief Financial Officer

Exhibit 99.1 Rubicon Names Kevin Schubert as Chief Financial Officer New York, NY (February 21, 2023) — Rubicon Technologies, Inc. (“Rubicon” or “the Company”) (NYSE: RBT), a leading digital marketplace for waste and recycling and provider of innovative software-based products for businesses and governments worldwide, announced today that the Company’s president, Kevin Schubert, has been appointed

General Release and Separation Agreement, dated as of February 13, 2023, by and between Michael Heller and Rubicon Technologies, LLC

Exhibit 10.1 General Release and Separation Agreement This General Release and Separation Agreement (including all Exhibits attached hereto) (hereinafter the “Agreement”) is made and entered into by and between Rubicon Technologies, LLC, a Delaware limited liability company (the “Company”), and Michael Heller (“Executive”), on the date fully executed by the Company and Executive below. The Company

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): February 13, 2023 Rubicon Technol

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): February 13, 2023 Rubicon Technologies, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40910 88-3703651 (State or other jurisdiction of incorporation) (Commi

RBT / Rubicon Technologies Inc - Class A / Moelis & Co - SC 13G Passive Investment

SC 13G 1 d718887dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 RUBICON TECHNOLOGIES, INC. (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 78112J109 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box

RBT / Rubicon Technologies Inc - Class A / Vellar Opportunities Fund Master, Ltd. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

RBT / Rubicon Technologies Inc - Class A / Beryl Capital Management LLC Passive Investment

SC 13G/A 1 foun13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Rubicon Technologies, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 78112J109 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the approp

Eighth Amendment to Loan and Security Agreement, dated as of February 7, 2023, by and among the lenders party thereto, Eclipse Business Capital LLC, Rubicon Global, LLC, Riverroad Waste Solutions, Inc., Rubicon Technologies Holdings, LLC, Cleanco LLC, Charter Waste Management, Inc., and Rubicon Technologies International, Inc.

Exhibit 10.1 SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT This SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT, dated as of February 7, 2023 (this “Seventh Amendment”), is entered into among (a) RUBICON GLOBAL, LLC, a Delaware limited liability company (“Rubicon”) and RIVERROAD WASTE SOLUTIONS, INC., a New Jersey corporation (“RiverRoad”; together with Rubicon, each a “Borrower” and collectiv

Eighth Amendment to Loan and Security Agreement, dated as of February 7, 2023, by and among Rubicon Global, LLC, Riverroad Waste Solutions, Inc., Rubicon Technologies Holdings, LLC, Cleanco LLC, Charter Waste Management, Inc., Rubicon Technologies International, Inc., the lenders party thereto, and Eclipse Business Capital, LLC.

Exhibit 10.2 EIGHTH AMENDMENT TO LOAN AND SECURITY AGREEMENT This EIGHTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), is dated as of February 7, 2023, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”), ECLIPSE BUSINESS CAPITAL LLC, a Delaware limited

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): February 7, 2023 RUBICON TECHNOLO

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): February 7, 2023 RUBICON TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 001-40910 88-3703651 (State or other jurisdiction of incorporation) (Commis

Unsecured Promissory Note, dated as of February 2, 2023, by and between Rubicon Technologies, Inc. and CHPAF Holdings SAPI de CV.

EXHIBIT 10.53 UNSECURED PROMISSORY note THIS UNSECURED PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE OFFERED, SOLD, ENCUMBERED OR OTHERWISE TRANSFERRED, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND SUCH STATE SECURITIES LAWS, OR AN EXEMPTION FROM

Filing Fee Table

EX-FILING FEES 8 rubicontechex107.htm EXHIBIT 107 Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Rubicon Technologies, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered[(1)] Proposed Maximum Offering Price Per Unit (3) Maximu

Eighth Amendment to Loan and Security Agreement, dated as of February 7, 2023, by and among the lenders party thereto, Eclipse Business Capital LLC, Rubicon Global, LLC, Riverroad Waste Solutions, Inc., Rubicon Technologies Holdings, LLC, Cleanco LLC, Charter Waste Management, Inc., and Rubicon Technologies International, Inc.

Exhibit 10.52 EIGHTH AMENDMENT TO LOAN AND SECURITY AGREEMENT This EIGHTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), is dated as of February 7, 2023, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”), ECLIPSE BUSINESS CAPITAL LLC, a Delaware limited

Seventh Amendment to Loan and Security Agreement, dated as of February 7 2023, by and among Rubicon Global, LLC, Riverroad Waste Solutions, Inc., Rubicon Technologies Holdings, LLC, Cleanco LLC, Charter Waste Management, Inc., Rubicon Technologies International, Inc., the lenders party thereto, and Pathlight Capital LP.

Exhibit 10.51 SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT This SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT, dated as of February 7, 2023 (this “Seventh Amendment”), is entered into among (a) RUBICON GLOBAL, LLC, a Delaware limited liability company (“Rubicon”) and RIVERROAD WASTE SOLUTIONS, INC., a New Jersey corporation (“RiverRoad”; together with Rubicon, each a “Borrower” and collecti

As filed with the Securities and Exchange Commission on February 8, 2023

As filed with the Securities and Exchange Commission on February 8, 2023 Registration No.

Form of Securities Purchase Agreement, dated as of February 1, 2023, by and between Rubicon Technologies, Inc. and Guardians of New Zealand Superannuation.

Exhibit 10.5 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of February 1, 2023 (the “Effective Date”), is between RUBICON TECHNOLOGIES, INC., a Delaware corporation, with principal executive offices located at 100 West Main Street Suite #610, Lexington, KY 40507 (the “Company”), and each of the investors listed on the Schedule of Buyers attached here

Form of Securities Purchase Agreement, dated as of February 1, 2023, by and between Rubicon Technologies, Inc. and the various investors thereto.

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of February 1, 2023, (the “Effective Date”), is between RUBICON TECHNOLOGIES, INC., a Delaware corporation, with principal executive offices located at 100 West Main Street Suite #610, Lexington, KY 40507 (the “Company”), and each of the investors listed on the Schedule of Buyers attached her

Form of Registration Rights Agreement, dated as of February 1, 2023, by and between Rubicon Technologies, Inc. and Guardians of New Zealand Superannuation.

Exhibit 10.7 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 1, 2023 by and among RUBICON TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and each of the investors signatory hereto (collectively the “Investor”). WHEREAS: A. In connection with the Securities Purchase Agreement by and among the parties hereto of even date herewith

Form of Convertible Debenture, dated as of February 1, 2023, by and between Rubicon Technologies, Inc. and Guardians of New Zealand Superannuation.

Exhibit 10.6 NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EX

Form of Lockup Agreement, dated as of February 1, 2023, by and between Rubicon Technologies, Inc. and Guardians of New Zealand Superannuation.

Exhibit 10.8 LOCK-UP AGREEMENT February 1, 2023 Each Buyer referenced below: Re: Securities Purchase Agreement, dated as of February 1, 2023 (the “Securities Purchase Agreement”), between Rubicon Technologies, Inc., a Delaware corporation (the “Company”) and the buyers signatory thereto (each, a “Buyer” and, collectively, the “Buyers”) Ladies and Gentlemen: Capitalized terms not otherwise defined

Form of Registration Rights Agreement, dated as of February 1, 2023, by and between Rubicon Technologies, Inc. and the various investors thereto.

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 1, 2023, by and among RUBICON TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and each of the investors signatory hereto (collectively the “Investor”). WHEREAS: A. In connection with the Securities Purchase Agreement by and among the parties hereto of even date herewit

Form of Lockup Agreement, dated as of February 1, 2023, by and between Rubicon Technologies, Inc. and the various investors thereto.

Exhibit 10.4 LOCK-UP AGREEMENT February 1, 2023 Each Buyer referenced below: Re: Securities Purchase Agreement, dated as of February 1, 2023 (the “Securities Purchase Agreement”), between Rubicon Technologies, Inc., a Delaware corporation (the “Company”) and the buyers signatory thereto (each, a “Buyer” and, collectively, the “Buyers”) Ladies and Gentlemen: Capitalized terms not otherwise defined

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): February 1, 2023 Rubicon Technologies, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40910 88-3703651 (State or other jurisdiction of incorporation) (Commis

Form of Convertible Debenture, dated as of February 1, 2023, by and between Rubicon Technologies, Inc. and the various investors thereto.

Exhibit 10.2 NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EX

RBT / Rubicon Technologies Inc - Class A / Weiss Asset Management LP Passive Investment

49,714,239 =============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Up to 24,616,551 Shares of Class A Common Stock

424B3 1 rubicontech424b3.htm 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-268799 PROSPECTUS Up to 24,616,551 Shares of Class A Common Stock This prospectus relates to the resale from time to time by the selling securityholders named in this prospectus (the “Selling Securityholders”) of up to an aggregate of 24,616,551 shares of Class A Common Stock (as defined below), including (i)

Up to 121,801,249 Shares of Class A Common Stock Up to 12,623,125 Warrants

424B3 1 rubicontech424b3.htm 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-267010 PROSPECTUS Up to 121,801,249 Shares of Class A Common Stock Up to 12,623,125 Warrants This prospectus relates to the resale from time to time by the selling securityholders named in this prospectus (the “Selling Securityholders”) of (a) up to an aggregate of 121,801,249 shares of Class A Common Stock, i

January 31, 2023

CORRESP 1 filename1.htm January 31, 2023 VIA EDGAR Larry Spirgel, Office Chief Kathleen Krebs, Special Counsel Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, NE Washington, D.C. 20549-3561 Re: Rubicon Technologies, Inc. Registration Statement on Form S-1/A Filed January 26, 2023 File No. 333-268799 Dear Mr. Spirgel and Ms. Krebs: Pursuant to o

January 31, 2023

January 31, 2023 VIA EDGAR Larry Spirgel, Office Chief Kathleen Krebs, Special Counsel Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, NE Washington, D.

January 31, 2023

CORRESP 1 filename1.htm January 31, 2023 VIA EDGAR Larry Spirgel, Office Chief Kathleen Krebs, Special Counsel Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, NE Washington, D.C. 20549-3561 Re: Rubicon Technologies, Inc. Registration Statement on Form S-1, as amended Filed January 26, 2023 File No. 333-268799 Dear Mr. Spirgel and Ms. Krebs: Rub

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables S-1 ………….. (Form Type) Rubicon Technologies, Inc. ……………………………………………………..… (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee

As filed with the Securities and Exchange Commission on January 26, 2023

As filed with the Securities and Exchange Commission on January 26, 2023 Registration No.

As filed with the Securities and Exchange Commission on January 26, 2023

As filed with the Securities and Exchange Commission on January 26, 2023 Registration No.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables S-1 ………….. (Form Type) Rubicon Technologies, Inc. ……………………………………………………..… (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee

Employment Agreement, by and between Renaud de Viel Castel and Rubicon Global, LLC, dated as of December 14, 2017, as amended on April, 10, 2019, April 6, 2020, February 8, 2021 and December 1, 2021.

Exhibit 10.42 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made effective as of December 14, 2017 (the “Effective Date”), by and between Rubicon Global, LLC, a Delaware limited liability company (the “Company” or “Rubicon”), and Renaud de Viel Castel (“Executive”). W I T N E S S E T H: WHEREAS, Executive presently serves as a Vice President of Operations of the Company; and

Employment Agreement, by and between Renaud de Viel Castel and Rubicon Global, LLC, dated as of December 14, 2017, as amended on April, 10, 2019, April 6, 2020, February 8, 2021 and December 1, 2021.

Exhibit 10.42 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made effective as of December 14, 2017 (the “Effective Date”), by and between Rubicon Global, LLC, a Delaware limited liability company (the “Company” or “Rubicon”), and Renaud de Viel Castel (“Executive”). W I T N E S S E T H: WHEREAS, Executive presently serves as a Vice President of Operations of the Company; and

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables S-1 ………….. (Form Type) Rubicon Technologies, Inc. ……………………………………………………..… (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee

As filed with the Securities and Exchange Commission on January 3, 2023

As filed with the Securities and Exchange Commission on January 3, 2023 Registration No.

January 3, 2023

CORRESP 1 filename1.htm January 3, 2023 VIA EDGAR Kathleen Krebs, Special Counsel Priscilla Dao, Staff Attorney Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, NE Washington, D.C. 20549-3561 Re: Rubicon Technologies, Inc. Registration Statement on Form S-1/A Filed November 28, 2022 File No. 333-267010 Dear Ms. Krebs and Ms. Dao: On behalf of Ru

RBT / Rubicon Technologies Inc - Class A / YA II PN, Ltd. - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO.1 to SCHEDULE 13G Under the Securities Exchange Act of 1934 Rubicon Technologies, Inc. (Name of Issuer) Class A Common Stock, with a par value $0.0001 per share (Title of Class of Securities) 78112J109 (CUSIP Number) December 31, 2022 (Date of Event, which Requires Filing of this Statement) Check the appropriate b

JOINT FILING AGREEMENT

EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the equity securities of Rubicon Technologies, Inc. is, and any amendment thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) promulgated under the Securities Exchange Act of

Form of Registration Rights Agreement, dated as of December 16, 2022, by and between Rubicon Technologies, Inc. and the various investors thereto.

EX-10.3 4 rubicontechex10-3.htm EXHIBIT 10.3 Exhibit 10.3 FORM OF REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 16, 2022 by and among RUBICON TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and (the “Investor”). WHEREAS: A. In connection with the Securities Purchase Agreement by and among the parties hereto of even date herewi

Form of Securities Purchase Agreement, dated as of December 16, 2022, by and between Rubicon Technologies, Inc. and the various investors thereto.

EX-10.1 2 rubicontechex10-1.htm EXHIBIT 10.1 Exhibit 10.1 FORM OF SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of December 16, 2022 (the “Effective Date”), is between RUBICON TECHNOLOGIES, INC., a Delaware corporation, with principal executive offices located at 100 West Main Street Suite #610, Lexington, KY 40507 (the “Company”), and each of the in

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 16, 2022 Rubicon Technologies, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40910 88-3703651 (State or other jurisdiction of incorporation) (Commi

Form of Lockup Agreement, dated as of December 16, 2022, by and between Rubicon Technologies, Inc. and the various investors thereto.

Exhibit 10.4 FORM OF LOCK-UP AGREEMENT December 16, 2022 Each Buyer referenced below: Re: Securities Purchase Agreement, dated as of December 16, 2022 (the ?Securities Purchase Agreement?), between Rubicon Technologies, Inc., a Delaware corporation (the ?Company?) and the buyers signatory thereto (each, a ?Buyer? and, collectively, the ?Buyers?) Ladies and Gentlemen: Capitalized terms not otherwis

Form of Convertible Debenture, dated as of December 16, 2022, by and between Rubicon Technologies, Inc. and the various investors thereto.

Exhibit 10.2 NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EX

As filed with the Securities and Exchange Commission on December 14, 2022

As filed with the Securities and Exchange Commission on December 14, 2022 Registration No.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables S-1 ????.. (Form Type) Rubicon Technologies, Inc. ????????????????????..? (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee

Registration Rights Agreement, dated as of November 30, 2022, by and between Rubicon Technologies, Inc. and YA II PN, Ltd.

Exhibit 10.6 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 30, 2022 by and among RUBICON TECHNOLOGIES, INC. (formerly Founder SPAC) a Delaware corporation (the “Company”), and YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”). WITNESSETH WHEREAS, in connection with the Securities Purchase Agreement by and among

Convertible Debenture, dated as of November 30, 2022, by and between Rubicon Technologies, Inc. and YA II PN, Ltd.

Exhibit 10.4 NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EX

Letter Agreement re: Termination of Forward Purchase Agreement, dated as of November 30, 2022, by and among Rubicon Technologies, Inc., Rubicon Technologies Holdings, LLC, and ACM ARRT F LLC.

Exhibit 10.2 ACM ARRT F LLC One Rockefeller Center, 32nd Floor New York, NY 10020 November 30, 2022 VIA E-MAIL Rubicon Technologies, Inc. Rubicon Technologies Holdings, LLC 950 E. Paces Ferry Road Suite 1900 Atlanta, GA 30326 Email: [email protected] Attention: William Meyer, General Counsel Re: Agreement (the “Agreement”) By and Among Rubicon Technologies, Inc. (f/k/a Founder SPAC) (the “Com

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): November 30, 2022 Rubicon Technol

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): November 30, 2022 Rubicon Technologies, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40910 88-3703651 (State or other jurisdiction of incorporation) (Commi

Securities Purchase Agreement, dated as of November 30, 2022, by and between Rubicon Technologies, Inc. and YA II PN, Ltd.

Exhibit 10.5 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of November 30, 2022, is between RUBICON TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively the “Buyers”). WITNESSETH WHEREAS, the parties desire that, upon the terms

Termination and Release Agreement, dated as of November 30, 2022, by and among Rubicon Technologies, Inc., Rubicon Technologies Holdings, LLC, and Vellar Opportunity Fund SPV LLC – Series 2.

Exhibit 10.3 TERMINATION AND RELEASE AGREEMENT This Termination and Release Agreement (this “Agreement”), dated as of November 30, 2022, is entered into by and among Rubicon Technologies Inc. (the successor to Founder SPAC (“Rubicon”), Vellar Opportunity Fund SPV LLC – Series 2 (“Seller”), and Rubicon Technologies Holdings LLC (the successor to Rubicon Technologies, LLC) (“Holdings LLC”). WHEREAS,

Sixth Amendment to Loan and Security Agreement, dated as of November 30, 2022, by and among Rubicon Global, LLC, Riverroad Waste Solutions, Inc., Rubicon Technologies Holdings, LLC, Cleanco LLC, Charter Waste Management, Inc., Rubicon Technologies International, Inc., the lenders party thereto, and Pathlight Capital LP.

Exhibit 10.1 SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT This SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT, dated as of November 30, 2022 (this “Sixth Amendment”), is entered into among (a) RUBICON GLOBAL, LLC, a Delaware limited liability company (“Rubicon”) and RIVERROAD WASTE SOLUTIONS, INC., a New Jersey corporation (“RiverRoad”; together with Rubicon, each a “Borrower” and collectively t

Pre-Funded Common Stock Purchase Warrant, dated as of November 30, 2022, issued by Rubicon Technologies, Inc. to YA II PN, Ltd.

Exhibit 10.7 PRE-FUNDED COMMON STOCK PURCHASE WARRANT RUBICON TECHNOLOGIES, INC. NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRA

Letter Agreement to Amend Standby Equity Purchase Agreement, dated as of November 30, 2022, by and between Rubicon Technologies, Inc. and YA II PN, Ltd.

Exhibit 10.8 November 30, 2022 Ladies and Gentlemen: Reference is made to the Standby Equity Purchase Agreement dated as of August 31, 2022 (the “SEPA”) between Rubicon Technologies, Inc., a Delaware corporation (the “Company”), and YA II PN, Ltd. (“Investor”). Capitalized terms not defined herein shall have the meanings given to them in the SEPA. The parties hereto hereby agree that the definitio

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CORRESP 1 filename1.htm November 28, 2022 VIA EDGAR Kathleen Krebs, Special Counsel Priscilla Dao, Staff Attorney Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, NE Washington, D.C. 20549-3561 Re: Rubicon Technologies, Inc. Registration Statement on Form S-1 Filed August 22, 2022 File No. 333-267010 Dear Ms. Krebs and Ms. Dao: On behalf of Rubi

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables S-1 ………….. (Form Type) Rubicon Technologies, Inc. ……………………………………………………..… (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee

As filed with the Securities and Exchange Commission on November 28, 2022

As filed with the Securities and Exchange Commission on November 28, 2022 Registration No.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): November 18, 2022 Rubicon Technologies, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40910 88-3703651 (State or other jurisdiction of incorporation) (Commi

Fifth Amendment to Loan and Security Agreement, dated as of November 18, 2022, by and among Rubicon Global, LLC, Riverroad Waste Solutions, Inc., Rubicon Technologies Holdings, LLC, Cleanco LLC, Charter Waste Management, Inc., Rubicon Technologies International, Inc., the lenders party thereto, and Pathlight Capital LP.

Exhibit 10.2 EXECUTION FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT This FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT, dated as of November 18, 2022 (this “Fifth Amendment”), is entered into among (a) RUBICON GLOBAL, LLC, a Delaware limited liability company (“Rubicon”) and RIVERROAD WASTE SOLUTIONS, INC., a New Jersey corporation (“RiverRoad”; together with Rubicon, each a “Borrower” and coll

Sixth Amendment to Loan and Security Agreement, dated as of November 18, 2022, by and among the lenders party thereto, Eclipse Business Capital LLC, Rubicon Global, LLC, Riverroad Waste Solutions, Inc., Rubicon Technologies Holdings, LLC, Cleanco LLC, Charter Waste Management, Inc., and Rubicon Technologies International, Inc.

Exhibit 10.1 SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT This SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), is dated as of November 18, 2022, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”), ECLIPSE BUSINESS CAPITAL LLC, a Delaware limited l

First Amendment to Loan and Security Agreement, dated as of November 18, 2022, by and among Rubicon Global, LLC, Riverroad Waste Solutions, Inc., Rubicon Technologies Holdings, LLC, Cleanco LLC, Charter Waste Management, Inc., the lenders party thereto, and Mizzen Capital, LP.

Exhibit 10.3 FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT This FIRST Amendment TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is dated as of November 18, 2022 (the “Effective Date”), among RUBICON GLOBAL, LLC, a Delaware limited liability company (“Rubicon”) and RIVERROAD WASTE SOLUTIONS, INC., a New Jersey corporation (“RiverRoad”; together with Rubicon, each a “Borrower” and collectively th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-40910 Rubicon Technologies, Inc. (Exact Name of Registran