Correspondence 0001829126-23-001235 from Rubicon Technologies, Inc. (RBTC, RBTCW) (CIK 0001862068)
Rubicon Technologies, Inc. (RBTC, RBTCW) (CIK 0001862068)
Date: Jan. 31, 2023 · CIK: 0001862068 · Accession: 0001829126-23-001235
AI Filing Summary & Sentiment
File numbers found in text: 333-268799
Letter
VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Technology Re: Rubicon Technologies, Inc. Registration Statement on Form S-1/A Filed January 26, 2023 File No. 333-268799
Dear Mr. Spirgel and Ms. Krebs:
Pursuant to our telephonic conversations and other correspondence, on behalf of Rubicon Technologies, Inc. (the “Company”), please find below our analysis as to the registration for resale of the shares of Class A Common Stock, par value $0.0001 of the Company (“Common Stock”), on the Registration Statement on Form S-1/A (File No. 333-268799) filed by the Company on January 26, 2023 (the “Registration Statement”), that are issuable pursuant to those certain convertible debentures described in the Registration Statement (the “Convertible Debentures”).
The shares of Common Stock underlying the Convertible Debentures issued and yet to be issued are registrable for resale on Form S-1 pursuant to C&DI Questions 139.06 and 139.11. Specifically:
● Our investor is irrevocably bound to purchase a set number of Convertible Debentures subject only to the effectiveness of the Registration Statement or other conditions outside of the investor’s control. There are no conditions to closing that are within the investor’s control or that the investor can cause not to be satisfied.
● The purchase prices of the Convertible Debentures issued and to be issued are fixed.
● The closing of the Convertible Debentures to be issued is expected to occur shortly following the effectiveness of the Registration Statement.
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
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CORRESP
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filename1.htm
January 31, 2023
VIA EDGAR
Larry Spirgel, Office Chief
Kathleen Krebs, Special Counsel
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 January 26, 2023
File No. 333-268799
Dear Mr. Spirgel and Ms. Krebs:
Pursuant to our
telephonic conversations and other correspondence, on behalf of Rubicon Technologies, Inc. (the “Company”), please find
below our analysis as to the registration for resale of the shares of Class A Common Stock, par value $0.0001 of the Company
(“Common Stock”), on the Registration Statement on Form S-1/A (File No. 333-268799)
filed by the Company on January 26, 2023 (the “Registration Statement”), that are issuable pursuant to those certain
convertible debentures described in the Registration Statement (the “Convertible Debentures”).
The shares of Common Stock
underlying the Convertible Debentures issued and yet to be issued are registrable for resale on Form S-1 pursuant to C&DI Questions
139.06 and 139.11. Specifically:
● Our investor is
irrevocably bound to purchase a set number of Convertible Debentures subject only to the effectiveness of the Registration Statement or
other conditions outside of the investor’s control. There are no conditions to closing that are within the investor’s control
or that the investor can cause not to be satisfied.
● The purchase prices
of the Convertible Debentures issued and to be issued are fixed.
● The closing of the
Convertible Debentures to be issued is expected to occur shortly following the effectiveness of the Registration Statement.
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