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United States securities and exchange commission logo
May 4, 2023
Philip Rodoni
Chief Executive Officer
Rubicon Technologies, Inc.
335 Madison Avenue, 4th Floor
New York, NY 10017
Re:Rubicon Technologies, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed May 2, 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 April 26, 2023 letter.
Amendment No, 2 to Form S-1
Risk Factors
There can be no assurance that we will continue to comply with the continued listing standards
of NYSE, page 37
1.Please update this risk factor disclosure to discuss the March 28, 2023 notice you received
from the NYSE that you were not in compliance with the minimum shares price
requirement for continued listing.

 FirstName LastNamePhilip Rodoni
 Comapany NameRubicon Technologies, Inc.
 May 4, 2023 Page 2
 FirstName LastName
Philip Rodoni
Rubicon Technologies, Inc.
May 4, 2023
Page 2
Selling Securityholders, page 102
2.You disclose in the selling securityholder table on page 102 that Palanatir Technologies
Inc. is offering up to 8,940,302 shares of Class A common stock. This is inconsistent with
your disclosure on the prospectus cover page and elsewhere that Palantir Technologies
Inc. is offering 5,440,302 shares of Class A common stock. These additional shares would
also result in the offer of more shares that have been registered. Please advise and revise
as appropriate.
General
3.In response to prior comment 2, you did not recalculate the maximum amount you could
receive from selling 31,810,075 Class A shares under the SEPA based upon the most
recent share price. In addition, you included the 200,000 shares issued to the Yorkville
Investor as a commitment fee. Please revise.
4.Your disclosure about the Chico PIPE Agreements is inconsistent on whether the shares
have already been issued or are issuable to the Chico Investors. The legality opinion filed
as Exhibit 5.1 indicates that these shares have not been issued. Please advise and revise so
that it is clear if and when the shares have been or will be issued. In addition, you disclose
throughout the registration statement that the shares were issued pursuant to the Chico
PIPE Agreements "in exchange for a purchase price, as defined therein." Please disclose
the purchase price for the shares issued to the Chico Investors. Refer to Items 404 and 701
of Regulation S-K.
5.Please disclose the amount of consideration the company received for the 5,440,302 Class
A shares issued to Palantir Technologies Inc.
            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.