Rubicon Technologies Inc. filed SEC Form 8-K: Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code:
Check the appropriate box below if the Form 8-K filing 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 | Name of each exchange on which registered | ||
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 4.02. Non-Reliance on Previously Issued Financial Statements and Completed Interim Review.
On May 16, 2024, the Board of Directors (the “Board”) of Rubicon Technologies, Inc. (the “Company”), based on the recommendation of, and after consultation with, the Company’s management, concluded that the Company’s previously issued consolidated financial statements as of and for the year ended December 31, 2023, included in the Company’s Annual Report on Form 10-K filed on March 28, 2024 (the “Form 10-K”) and condensed consolidated financial statements as of and for the quarters ended June 30, 2023 and September 30, 2023, in the Company’s Quarterly Report on Form 10-Q filed on August 11, 2023 (the “Q2 2023 Form 10-Q”) and the Company’s Quarterly Report on Form 10-Q filed on November 13, 2023 (the “Q3 2023 Form 10-Q”) should no longer be relied upon due to an identified error. Similarly, any previously furnished or filed reports, related earnings releases, investor presentations or similar communications describing the Company’s financial results for the year ended December 31, 2023 and the quarters ended June 30, 2023 and September 30, 2023 should no longer be relied upon. The Company’s management and the Board have discussed the matters described herein with Cherry Bekaert LLP, the Company’s independent registered public accounting firm. The identified error had no impact on the Company’s assets, liabilities, total stockholders’ deficit, statements of operations or statements of cash flows for the periods indicated. Capitalized terms used but not defined in this Current Report on Form 8-K (this “Form 8-K”) have the meanings set forth in the Form 10-K, Q2 2023 Form 10-Q or Q3 2023 Form 10-Q.
The following summarizes the nature and effect of the identified error:
The Company determined a reclassification from noncontrolling interests to additional paid in capital should have been recorded on the consolidated balance sheet and consolidated statement of stockholders’(deficit) equity as of and for the year ended December 31, 2023 upon the occurrence of an exchange of Class V common stock to Class A common stock during the quarter ended June 30, 2023. This error resulted in corrections to increase additional paid in capital and decrease noncontrolling interests on the Company’s consolidated balance sheet and consolidated statement of stockholders’ (deficit) equity as of and for the year ended December 31, 2023 and on the Company’s condensed consolidated balance sheets and condensed consolidated statements of stockholders’ (deficit) equity as of and for the three and six months ended June 30, 2023 and as of and for the three and nine months ended September 30, 2023 by $94.3 million. These corrections did not change the Company’s assets, liabilities or total stockholders’ deficit on the consolidated balance sheets included in the Form 10-K or the condensed consolidated balance sheets included in the Q2 2023 Form 10-Q and the Q3 2023 Form 10-Q. Additionally, the corrections did not have any impact on the consolidated statements of operations or the consolidated statements of cash flows included in the Form 10-K or the condensed consolidated statements of operations or the condensed consolidated statements of cash flows included in the Q2 2023 Form 10-Q and the Q3 2023 Form 10-Q.
The Company expects to report a material weakness as a result of the error identified and ineffective internal controls. The material weakness and the errors identified will be described in an Explanatory Note to an amendment to the Form 10-K (the “Form 10-K Amendment”). The Company intends to file restated audited consolidated financial statements for the year ended December 31, 2023 in the Form 10-K Amendment with the above stated corrections as soon as practicable. The restatement of the previously issued financial statements for the quarters ended June 30, 2023 and September 30, 2023 will be included in the Form 10-K Amendment.
Additionally, in accordance with ASC 205-40, Presentation of Financial Statements–Going Concern, the Company is required to make an assessment as of the date the restated financial statements are issued, regarding whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for the twelve months from the date of amended filings. The Company expects to continue to report that there is substantial doubt about its ability to continue as a going concern as of the date of the respective amended filings. Based upon currently available information, the Company also anticipates that it will be disclosing that the Company’s liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern for at least twelve months from the expected issuance date of Form 10-Q for the fiscal quarter ended March 31, 2024.
1
Cautionary Note Regarding Forward-Looking Statements.
Certain statements in this Form 8-K may be considered forward-looking statements. Forward-looking statements generally relate to future events or the Company’s future financial or operating performance and include, for example, statements regarding the effects of the restatement of the Company’s past financial statements. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “could”, “might”, “plan”, “possible”, “project”, “strive”, “budget”, “forecast”, “expect”, “intend”, “will”, “estimate”, “anticipate”, “believe”, “predict”, “potential” or “continue”, or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements.
These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by the Company and its management at the time such statements are made, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (i) the outcome of any legal proceedings that may be instituted against the Company or others; (ii) the Company’s ability to continue to meet continued stock exchange listing standards; (iii) costs related to being a public company; and (iv) other risks and uncertainties set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Company’s prospectus and in subsequent filings with the Securities and Exchange Commission. Nothing in this Form 8-K should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. The Company does not undertake any duty to update these forward-looking statements.
2
SIGNATURE
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. | ||
| Date: May 17, 2024 | By: | /s/ Philip Rodoni |
| Philip Rodoni | ||
| Chief Executive Officer | ||
3