SEC Comment Letter 0000000000-22-013959 to Rubicon Technologies, Inc. (RBTC, RBTCW) (CIK 0001862068)
Rubicon Technologies, Inc. (RBTC, RBTCW) (CIK 0001862068)
Date: Dec. 28, 2022 · CIK: 0001862068 · Accession: 0000000000-22-013959
AI Filing Summary & Sentiment
File numbers found in text: 333-267010
Letter
United States securities and exchange commission logo December 28, 2022 Philip Rodoni Chief Executive Officer Rubicon Technologies, Inc. 100 West Main Street Suite #610 Lexington, KY 40507 Re:Rubicon Technologies, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed November 28, 2022 File No. 333-267010 Dear Philip Rodoni: We have limited our review of your amended registration statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our October 30, 2022 letter. Amendment No. 1 to Form S-1 Certain Financing Transactions Forward Purchase Agreements, page 118 1.Please provide a plain English description of the risks and benefits to each of the company and the FPA Sellers based upon how the OTC Equity Prepaid Forward Transaction operated. For example, describe the best and worst potential outcomes for the company and for the FPA Sellers, highlighting what factors would impact the outcomes. Explain why the company entered into the agreement when the immediate outcome was the payment of $68.7 million to the FPA Sellers from the trust account in addition to $246.0 to the remaining redeeming shareholders. Disclose the amount remaining in the trust account after these payments.
FirstName LastNamePhilip Rodoni Comapany NameRubicon Technologies, Inc. December 28, 2022 Page 2 FirstName LastName Philip Rodoni Rubicon Technologies, Inc. December 28, 2022 Page 2 2.Please disclose that the OTC Equity Prepaid Forward Transaction was terminated on 11/30/22. Disclose what each FPA Seller received or retained under the termination agreements compared to what each FPA Seller would have received if they had accelerated the maturity date, which right had been triggered under the OTC Equity Prepaid Forward Transaction. General 3.We note your response to prior comment 11 and continue to consider your analysis as to why Rule 14e-5 does not apply to the OTC Equity Prepaid Forward Purchase Transaction. Please contact Kathleen Krebs, Special Counsel, at 202-551-3350 or Larry Spirgel, Office Chief, at 202-551-3815 with any other questions. Sincerely, Division of Corporation Finance Office of Technology cc: Evan D’Amico, Esq.
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United States securities and exchange commission logo
December 28, 2022
Philip Rodoni
Chief Executive Officer
Rubicon Technologies, Inc.
100 West Main Street Suite #610
Lexington, KY 40507
Re:Rubicon Technologies, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed November 28, 2022
File No. 333-267010
Dear Philip Rodoni:
We have limited our review of your amended registration statement to those issues we
have addressed in our comments. In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our October 30, 2022 letter.
Amendment No. 1 to Form S-1
Certain Financing Transactions
Forward Purchase Agreements, page 118
1.Please provide a plain English description of the risks and benefits to each of the company
and the FPA Sellers based upon how the OTC Equity Prepaid Forward Transaction
operated. For example, describe the best and worst potential outcomes for the company
and for the FPA Sellers, highlighting what factors would impact the outcomes. Explain
why the company entered into the agreement when the immediate outcome was the
payment of $68.7 million to the FPA Sellers from the trust account in addition to $246.0
to the remaining redeeming shareholders. Disclose the amount remaining in the trust
account after these payments.
FirstName LastNamePhilip Rodoni
Comapany NameRubicon Technologies, Inc.
December 28, 2022 Page 2
FirstName LastName
Philip Rodoni
Rubicon Technologies, Inc.
December 28, 2022
Page 2
2.Please disclose that the OTC Equity Prepaid Forward Transaction was terminated on
11/30/22. Disclose what each FPA Seller received or retained under the termination
agreements compared to what each FPA Seller would have received if they had
accelerated the maturity date, which right had been triggered under the OTC Equity
Prepaid Forward Transaction.
General
3.We note your response to prior comment 11 and continue to consider your analysis as to
why Rule 14e-5 does not apply to the OTC Equity Prepaid Forward Purchase Transaction.
Please contact Kathleen Krebs, Special Counsel, at 202-551-3350 or Larry Spirgel,
Office Chief, at 202-551-3815 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Evan D’Amico, Esq.