SEC Comment Letter 0000000000-23-004234 to Rubicon Technologies, Inc. (RBTC, RBTCW) (CIK 0001862068)
Rubicon Technologies, Inc. (RBTC, RBTCW) (CIK 0001862068)
Date: April 26, 2023 · CIK: 0001862068 · Accession: 0000000000-23-004234
AI Filing Summary & Sentiment
File numbers found in text: 333-269646
Letter
United States securities and exchange commission logo April 26, 2023 Philip Rodoni Chief Executive Officer Rubicon Technologies, Inc. 335 Madison Avenue, 4th Floor New York, NY 10017 Re:Rubicon Technologies, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed April 17, 2023 File No. 333-269646 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 March 7, 2023 letter. Amendment No. 1 to Form S-1 Risks Related to Ownership of Our Securities The issuances of additional shares of Class A Common Stock under certain of our contracts and arrangements may result in dilution..., page 34 1.Please update this risk factor to illustrate the potential dilution to shareholders using the most recent price of your Class A common stock, where applicable.
FirstName LastNamePhilip Rodoni Comapany NameRubicon Technologies, Inc. April 26, 2023 Page 2 FirstName LastName Philip Rodoni Rubicon Technologies, Inc. April 26, 2023 Page 2 General 2.In response to prior comment 2, you provide the requested disclosure "[a]ssuming a closing price of $1.03 (the 'Market Price'), which represents the lowest daily VWAP of the Class A Common Stock for the three consecutive trading days prior, and a purchase price of $1.00, which represents 97% of the most recent Market Price." Please use the most recent price of your Class A common stock. In addition, please provide this disclosure in the description of the SEPA on page 109. 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: Michael Blankenship, Esq.
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United States securities and exchange commission logo
April 26, 2023
Philip Rodoni
Chief Executive Officer
Rubicon Technologies, Inc.
335 Madison Avenue, 4th Floor
New York, NY 10017
Re:Rubicon Technologies, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed April 17, 2023
File No. 333-269646
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 March 7, 2023 letter.
Amendment No. 1 to Form S-1
Risks Related to Ownership of Our Securities
The issuances of additional shares of Class A Common Stock under certain of our contracts and
arrangements may result in dilution..., page 34
1.Please update this risk factor to illustrate the potential dilution to shareholders using the
most recent price of your Class A common stock, where applicable.
FirstName LastNamePhilip Rodoni
Comapany NameRubicon Technologies, Inc.
April 26, 2023 Page 2
FirstName LastName
Philip Rodoni
Rubicon Technologies, Inc.
April 26, 2023
Page 2
General
2.In response to prior comment 2, you provide the requested disclosure "[a]ssuming a
closing price of $1.03 (the 'Market Price'), which represents the lowest daily VWAP of the
Class A Common Stock for the three consecutive trading days prior, and a purchase price
of $1.00, which represents 97% of the most recent Market Price." Please use the most
recent price of your Class A common stock. In addition, please provide this disclosure in
the description of the SEPA on page 109.
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: Michael Blankenship, Esq.