UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
RUBICON TECHNOLOGIES, INC.
(Name of Issuer)
Class A Common Stock, par value $0.0001
(Title of Class of Securities)
78112J109
(CUSIP Number)
December 31, 2022
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☒ Rule 13d-1(b)
☐ Rule 13d-1(c)
☐ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No.78112J109
| 1. |
Names of Reporting Persons
Moelis & Company | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ | |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
4,373,210(1) | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
4,373,210(1) | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
4,373,210(1) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
7.8%(2)(3) | |||||
| 12. | Type of Reporting Person (See Instructions)
CO, HC | |||||
| (1) | Represents shares issued to Moelis & Company Group LP (“Moelis”) at the direction of Moelis & Company LLC, a registered broker dealer, on December 13, 2022 in satisfaction of outstanding amounts owed to Moelis & Company LLC for financial advisory services. Moelis & Company LLC is owned and controlled by Moelis. The general partner of Moelis is controlled by Moelis & Company. The business address of each of Moelis and Moelis & Company is 399 Park Avenue, NY, NY 10022. |
| (2) | Moelis’s share ownership represents 2.6% of the total voting power of Rubicon Technology, Inc.’s issued and outstanding common stock. There are 55,886,692 shares of Class A Common Stock and 114,886,453 shares of Class V common stock issued and outstanding. The share ownership in this Schedule 13G is as of December 31, 2022. |
| (3) | Represents percentage of Class A common stock. Does not include Class V common stock. |
| Item 1. | |
| (a) | Name of Issuer |
Rubicon Technologies, Inc.
| (b) | Address of Issuer’s Principal Executive Offices |
100 West Main Street Suite #610, Lexington, KY 40507
| Item 2. | |
| (a) | Name of Person Filing |
Moelis & Company
| (b) | Address of Principal Business Office or, if none, Residence |
Moelis & Company, 399 Park Avenue, 5th Floor, New York, NY 10022
| (c) | Citizenship |
U.S.
| (d) | Title of Class of Securities |
Class A Common Stock, par value $0.01
| (e) | CUSIP Number |
78112J109
| Item 3. | |
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
| (a) | ☒ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (4) | ||||
| (b) | ☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | ||||
| (c) | ☐ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | ||||
| (d) | ☐ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | ||||
| (e) | ☒ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | ||||
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | ||||
| (g) | ☐ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | ||||
| (h) | ☐ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||||
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | ||||
| (j) | ☐ | Group, in accordance with §240.13d-1(b)(1)(ii)(J). | ||||
| (4) | Represents shares issued to Moelis & Company Group LP (“Moelis”) at the direction of Moelis & Company LLC, a registered broker dealer, on December 13, 2022 in satisfaction of outstanding amounts owed to Moelis & Company LLC for financial advisory services. Moelis & Company LLC is owned and controlled by Moelis. The general partner of Moelis is controlled by Moelis & Company. |
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| Item 4. | Ownership |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) | Amount beneficially owned: |
4,373,210(1)
| (b) | Percent of class: |
7.8%(2)(3)
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote |
4,373,210(1)(2)
| (ii) | Shared power to vote or to direct the vote |
0
| (iii) | Sole power to dispose or to direct the disposition of |
4,373,210(1)(2)
| (iv) | Shared power to dispose or to direct the disposition of |
0
| (1) | Represents shares issued to Moelis & Company Group LP (“Moelis”) at the direction of Moelis & Company LLC, a registered broker dealer, on December 13, 2022 in satisfaction of outstanding amounts owed to Moelis & Company LLC for financial advisory services. Moelis & Company LLC is owned and controlled by Moelis. The general partner of Moelis is controlled by Moelis & Company. |
| (2) | Moelis’s share ownership represents 2.6% of the total voting power of Rubicon Technology, Inc.’s issued and outstanding common stock. There are 55,886,692 shares of Class A Common Stock and 114,886,453 shares of Class V common stock issued and outstanding. The share ownership in this Schedule 13G is as of December 31, 2022. |
| (3) | Represents percentage of Class A common stock. Does not include Class V common stock. |
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| Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
Represents shares issued to Moelis at the direction of Moelis & Company LLC, a registered broker dealer, on December 13, 2022 in satisfaction of outstanding amounts owed to Moelis & Company LLC for financial advisory services. Moelis & Company LLC is owned and controlled by Moelis. The general partner of Moelis is controlled by Moelis & Company. The business address of each of Moelis and Moelis & Company is 399 Park Avenue, NY, NY 10022.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
See Item 6.
| Item 8. | Identification and Classification of Members of the Group |
Not applicable.
| Item 9. | Notice of Dissolution of Group |
Not applicable.
| Item 10. | Certification |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| February 14, 2023 |
| Date |
| /s/ Osamu Watanabe |
| Signature |
| Osamu Watanabe/ General Counsel |
| Name/Title |
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).
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