SecProbe.io

CORRESP
1
filename1.htm

April
14, 2023

BY
EDGAR

United
States Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100
F Street, NE

Washington, DC 20549

Re: Rubicon
Technologies, Inc.

Registration
Statement on Form S-1

Filed
February 8, 2023

File
No. 333-269646

Ladies
and Gentlemen:

On
behalf of our client, Rubicon Technologies, Inc. (the “Company”), we are writing to submit the Company’s response
to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the United States Securities
and Exchange Commission (the “Commission”) set forth in its letter, dated March 7, 2023, relating to the Company’s
Registration Statement on Form S-1 filed via EDGAR on February 8, 2023.

The
Company is concurrently filing via EDGAR Amendment No. 1 to the Form S-1 (the “Amendment No. 1”), which reflects the
Company’s response to the comments received by the Staff and certain updated information.

We
have set forth below the comments in the Staff’s letter, in bold, and the Company’s responses thereto.

Form
S-1

Cover
Page

1. Please
                                            disclose on the prospectus cover page that the purchase price of the shares under the Standby
                                            Equity Purchase Agreement is 97% of the lowest daily VWAP of the Class A common stock during
                                            the three trading days following a notice to sell to the Yorkville Investor. Disclose whether
                                            there is a floor price.

Response:
The Company acknowledges the Staff’s comment and has revised the Cover Page of Amendment
No. 1 to address the Staff’s comment.

General

2. Where
                                            you discuss the Standby Equity Purchase Agreement (“SEPA”), please highlight
                                            that you may not have access to the full $200 million amount available under the SEPA. Among
                                            other things, highlight that you are only registering 31,810,075 Class A shares issuable
                                            pursuant to the SEPA because you would have to obtain shareholder approval under NYSE listing
                                            rules in order to issue more than 32,010,075 shares of Class A common stock pursuant to the
                                            SEPA (19.9% of the issued and outstanding common stock immediately prior to the signing of
                                            the SEPA). Disclose how much of the $200 million maximum amount you could receive from selling
                                            31,810,075 Class A shares under the SEPA based upon your most recent share price. Also disclose
                                            the total number of shares you would have to issue to obtain the $200 million maximum amount
                                            under the SEPA based upon your most recent share price.

Response:
The Company acknowledges the Staff’s comment and has revised the Cover Page and page (v) of Amendment No. 1 to address the Staff’s
comment.

3. You
                                            disclose that you may not issue or sell any Class A shares to YA II PN, Ltd. (the “Yorkville
                                            Investor”) under the SEPA if the shares, when aggregated with all other Class A shares
                                            beneficially owned by the Yorkville Investor and its affiliates, would result in the Yorkville
                                            investor owning more than 9.99% of the company’s outstanding Class A shares. Disclose
                                            the purpose of this limitation. Highlight that the 9.99% beneficial ownership cap does not
                                            prevent the Yorkville Investor from selling some or all of the Class A shares it acquires
                                            and then acquiring additional shares, and accordingly, the Yorkville Investor will be able
                                            to sell shares in excess of the 9.99% beneficial ownership cap while never holding more than
                                            9.99% of the company’s outstanding Class A shares at any given time.

Response:
The Company acknowledges the Staff’s comment and has revised pages 35 and 110 of Amendment No. 1 to address the Staff’s
comment.

4. Please
                                            revise your discussion of the material terms of the Insider Convertible Debentures to also
                                            disclose the lock-up agreements that prevent the holders from reselling the shares underlying
                                            their Insider Convertible Debentures during their 18-month term unless and until the Yorkville
                                            Investor has completely sold all shares underlying its $17 million principal amount of convertible
                                            debentures.  Discuss how this may impact the amount of Insider Convertible Debentures
                                            that are still outstanding and payable by the company on their maturity dates.

Response:
The Company acknowledges the Staff’s comment and has revised pages vi, vii, 39, 114, 115, and 134 of Amendment No. 1 to address
the Staff’s comment.

*
* * * * * *

If
you have any questions, please feel free to contact me at (713) 651-2678. Thank you for your cooperation and prompt attention to this
matter.

  Sincerely,

  /s/ Michael J. Blankenship

  Michael J. Blankenship

cc: Philip
                                            Rodoni, Chief Executive Officer, Rubicon Technologies, Inc.