SecProbe.io

CORRESP
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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 Rubicon Technologies, Inc. (the “Company”), please find below responses to the comments of the staff of the Securities
and Exchange Commission (the “Staff”) contained in the Staff’s letter dated December 28, 2022 (the “Comment Letter”)
with regard to the Registration Statement on Form S-1 (File No. 333-267010) filed by the Company on August 22, 2022 (the “Registration
Statement”) and amended on November 28, 2022 (the “Amended Registration Statement”). The responses are based on information
provided to us by the Company. Capitalized terms used but not defined herein have the respective meanings ascribed to them in the Amendment
No. 2 (as defined below).

Set
forth below in italics are the comments contained in the Staff’s Comment Letter pertaining to the Amended Registration Statement.
Immediately below each of the Staff’s comments is the Company’s response to that comment. For the convenience of the Staff’s
review, each of the numbered paragraphs below correspond to the numbered comment in the Comment Letter.

The
Company is concurrently providing to the Commission Amendment No. 2 to the Registration Statement, as filed on EDGAR on the date hereof
(“Amendment No. 2”).

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.

Response:
The Company acknowledges the Staff’s comment and respectfully advises the Staff that it has revised its disclosure on pages
120 through 124 of Amendment No. 2 to include the requested disclosure.

January
3, 2023

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.

Response:
The Company acknowledges the Staff’s comment and respectfully advises the Staff that it has included additional disclosure
on pages v, vi, 124 and 125 of Amendment No. 2 to include the requested disclosure.

If
the Staff has any questions or comments regarding the foregoing, please contact the undersigned, Evan D’Amico of Gibson, Dunn &
Crutcher LLP, by telephone at (202) 887-3613 or via email at edamico@gibsondunn.com.

Sincerely,

/s/
Evan M. D’Amico

Evan
M. D’Amico