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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): 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)		   (Commission
File Number)		   (IRS Employer
Identification No.)

 

335 Madison Avenue, 4th Floor
New York, NY		   10017
(Address of principal executive offices)   (Zip Code)

 

(844) 479-1507

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Class A common stock, par value $0.0001 per share   RBT   New York Stock Exchange
Warrants, each exercisable for one share of Class A common stock at an exercise price of $11.50 per share   RBT WS   New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 1.02 Termination of a Material Definitive Agreement.

 

On August 16, 2023, Rubicon Technologies, Inc. (the “Company”) delivered to YA II PN, LTD. (“Yorkville”), a Notice of Termination of the Standby Equity Purchase Agreement (the “Notice”), as required under Section 10.01(b) of the SEPA (defined below), which notifies Yorkville of the Company’s election to terminate the Standby Equity Purchase Agreement, dated as of August 31, 2022, by and between the Company and Yorkville (the “SEPA”). Termination of the SEPA became effective as of August 18, 2023, as mutually agreed by the Company and Yorkville.

 

As previously disclosed in the Current Report on Form 8-K filed by the Company on August 31, 2022, pursuant to the SEPA, and upon the terms and subject to the conditions therein, the Company has the right, but not the obligation, to issue and sell to Yorkville up to $200.0 million of its shares of Class A common stock, par value $0.0001 per share, at the Company’s request any time during the 36 months following the execution of the SEPA. At the time of the Company’s delivery of the Notice, and at the time of termination, there are no outstanding borrowings, advance notices or shares of Class A common stock to be issued, under the SEPA. In addition, there are no fees due by the Company or Yorkville in connection with the termination of the SEPA.

 

1

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  Rubicon Technologies, Inc.
   
  By:  /s/ Philip Rodoni
    Name: Philip Rodoni
    Title: Chief Executive Officer

 

Date: August 21, 2023

 

2

 

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Cover
Aug. 16, 2023
Document Type 8-K
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Document Period End Date Aug. 16, 2023
Entity File Number 001-40910
Entity Registrant Name Rubicon Technologies, Inc.
Entity Central Index Key 0001862068
Entity Tax Identification Number 88-3703651
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 335 Madison Avenue
Entity Address, Address Line Two 4th Floor
Entity Address, City or Town New York
Entity Address, State or Province NY
Entity Address, Postal Zip Code 10017
City Area Code (844)
Local Phone Number 479-1507
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Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company true
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Class A common stock, par value $0.0001 per share  
Title of 12(b) Security Class A common stock, par value $0.0001 per share
Trading Symbol RBT
Security Exchange Name NYSE
Warrants, each exercisable for one share of Class A common stock at an exercise price of $11.50 per share  
Title of 12(b) Security Warrants, each exercisable for one share of Class A common stock at an exercise price of $11.50 per share
Trading Symbol RBT WS
Security Exchange Name NYSE
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