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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): September 26, 2023

 

Rubicon Technologies, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   001-40910   88-3703651
(State or other jurisdiction
of incorporation)		   (Commission
File Number)		   (IRS Employer
Identification No.)

 

335 Madison Avenue, 4th Floor

New York, NY

   10017
(Address of principal executive offices)   (Zip Code)

 

(844) 479-1507

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Class A common stock, par value $0.0001 per share   RBT   New York Stock Exchange
Warrants, each exercisable for one share of Class A common stock at an exercise price of $11.50 per share   RBT WS   New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 3.03 – Material Modification to Rights of Security Holders.

 

To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

 

Item 5.03 – Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On September 26, 2023, Rubicon Technologies, Inc. (the “Company”) filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Certificate of Incorporation (the “Certificate of Amendment”) to effect a 1-for-8 reverse stock split, such that every eight shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”) issued and outstanding or held as treasury stock was automatically combined and converted into one share of Common Stock, without any change in the number of authorized shares or the par value per share (the “Reverse Stock Split”). The Reverse Stock Split was previously approved by the Company’s board of directors and authorized by the Company’s stockholders at the Company’s annual meeting of stockholders. The Reverse Stock Split became effective immediately after the close of trading on the New York Stock Exchange (the “NYSE”) on September 26, 2023, and the Common Stock began trading on the NYSE on a split-adjusted basis at the opening of trading on September 27, 2023, under new CUSIP number 78112J208.

 

Additionally, equitable adjustments corresponding to the Reverse Stock Split ratio were made to (i) issued and outstanding shares of all other classes of stock of the Company, (ii) the exercise prices of and number of shares of Common Stock underlying the Company’s public and private warrants, (iii) the number of shares of Common Stock underlying the Company’s outstanding equity awards, and (iv) the number of shares of Common Stock issuable under the Company’s equity incentive plan. No fractional shares were issued in connection with the Reverse Stock Split. Any stockholder who would otherwise be entitled to receive a fractional share instead became entitled to receive one whole share of Common Stock in lieu of such fractional share.

 

The foregoing descriptions of the Reverse Stock Split and the Certificate of Amendment do not purport to be complete and are qualified in their entirety by reference to the complete text of the Certificate of Amendment, a copy of which is filed with this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibits No.   Description
3.1   Certificate of Amendment, dated September 26, 2023

 

1

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  Rubicon Technologies, Inc.
   
  By: /s/ Philip Rodoni
    Name: Philip Rodoni
    Title: Chief Executive Officer

 

Date: September 27, 2023

 

2

 

Exhibit 3.1

 

 

 

 

 

 

v3.23.3
Cover
Sep. 26, 2023
Document Type 8-K
Amendment Flag false
Document Period End Date Sep. 26, 2023
Current Fiscal Year End Date --12-31
Entity File Number 001-40910
Entity Registrant Name Rubicon Technologies, Inc.
Entity Central Index Key 0001862068
Entity Tax Identification Number 88-3703651
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 335 Madison Avenue
Entity Address, Address Line Two 4th Floor
Entity Address, City or Town New York
Entity Address, State or Province NY
Entity Address, Postal Zip Code 10017
City Area Code (844)
Local Phone Number 479-1507
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false
Class A common stock, par value $0.0001 per share  
Title of 12(b) Security Class A common stock, par value $0.0001 per share
Trading Symbol RBT
Security Exchange Name NYSE
Warrants, each exercisable for one share of Class A common stock at an exercise price of $11.50 per share  
Title of 12(b) Security Warrants, each exercisable for one share of Class A common stock at an exercise price of $11.50 per share
Trading Symbol RBT WS
Security Exchange Name NYSE
Rubicon Technologies (NYSE:RBT)
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