UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)*
Rubicon Technologies, Inc.
(Name of Issuer)
Class A Common Stock, with par value $0.0001per share
(Title of Class of Securities)
78112J109
(CUSIP Number)
March 22, 2024
(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. |
Name of Reporting Person
Mizzen Capital, LP 83-4667263 | ||
| 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
2,804,529 shares | |
| 6. |
Shared Voting Power
0 shares | ||
| 7. |
Sole Dispositive Power
2,804,529 shares | ||
| 8. |
Shared Dispositive Power
0 shares | ||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,804,529 shares | ||
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | ||
| 11. |
Percent of Class Represented by Amount in Row (9)
5.3% | ||
| 12. |
Type of Reporting Person (See Instructions)
IV | ||
1
CUSIP No. 78112J109
| 1. |
Name of Reporting Person
Elizabeth Karter | ||
| 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
United States | ||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5. |
Sole Voting Power
2,804,529 shares | |
| 6. |
Shared Voting Power
0 shares | ||
| 7. |
Sole Dispositive Power
2,804,529 shares | ||
| 8. |
Shared Dispositive Power
0 shares | ||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,804,529 shares | ||
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | ||
| 11. |
Percent of Class Represented by Amount in Row (9)
5.3% | ||
| 12. |
Type of Reporting Person (See Instructions)
IV | ||
2
CUSIP No. 78112J109
| 1. |
Name of Reporting Person
Marilyn Adler | ||
| 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
United States | ||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5. |
Sole Voting Power
2,804,529 shares | |
| 6. |
Shared Voting Power
0 shares | ||
| 7. |
Sole Dispositive Power
2,804,529 shares | ||
| 8. |
Shared Dispositive Power
0 shares | ||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,804,529 shares | ||
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | ||
| 11. |
Percent of Class Represented by Amount in Row (9)
5.3% | ||
| 12. |
Type of Reporting Person (See Instructions)
IV | ||
3
CUSIP No. 78112J109
| 1. |
Name of Reporting Person
Chen Li | ||
| 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
United States | ||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5. |
Sole Voting Power
2,804,529 shares | |
| 6. |
Shared Voting Power
0 shares | ||
| 7. |
Sole Dispositive Power
2,804,529 shares | ||
| 8. |
Shared Dispositive Power
0 shares | ||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,804,529 shares | ||
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | ||
| 11. |
Percent of Class Represented by Amount in Row (9)
5.3% | ||
| 12. |
Type of Reporting Person (See Instructions)
IV | ||
4
Item 1.
| (a) |
Name of Issuer:
Rubicon Technologies, Inc. |
| (b) |
Address of Issuer’s Principal Executive Offices:
335 Madison Avenue, 4th Floor New York, NY 10017 |
Item 2.
| (a) |
Name of Person Filing:
This statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”): | |||
| (i) | Mizzen Capital LP (the “Mizzen LP”) | |||
| (ii) | Elizabeth Karter (“Ms. Karter”) | |||
| (iii) | Marilyn Adler (“Ms. Adler”) | |||
| (iv) | Chen Li (“Ms. Li”) | |||
|
(b) |
Address of Principal Business Office or, if none, Residence:
The principal business address of each of the Reporting Persons is 263 Tresser Blvd, 9th Floor, Stamford, CT 06901 |
|
(c) |
Citizenship:
Mizzen LP is a Delaware limited partnership, and each of the other Reporting Persons is a citizen of the United States.1 |
|
(d) |
Title of Class of Securities:
Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”) |
|
(e) |
CUSIP Number:
78112J109 |
| Item 3. |
If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a: |
[Not Applicable.]
5
|
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.
The information required by Items 4(a) - (c) is set forth in Rows (5) - (11) of the cover page for each Reporting Person and is incorporated herein by reference for each Reporting Person.
Mizzen LP holds directly 2,196,240 shares of Class A Common Stock and warrants to purchase 608,289 shares of Class A Common Stock (the “Warrants”), based on the closing price of $0.5538 per share of Class A Common Stock reported by the New York Stock Exchange on March 21, 2024. All such shares of Class A Common Stock and Warrants are held indirectly by each of Ms. Karter, Ms. Adler and Ms. Li, whom exercise the right to vote or dispose such securities through Mizzen Capital GP, LLC the general partner of Mizzen LP, by unanimous consent. Each of Ms. Karter, Ms. Adler and Ms. Li disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.
The securities described above represent in the aggregate approximately 5.3% of the outstanding shares of Class A Common Stock, calculated based upon 52,406,059 shares of Class A Common Stock outstanding as of March 28, 2024, as reported in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Securities and Exchange Commission on March 28, 2024, adjusted for the shares of Class A Common Stock issuable upon exercise of the Warrants.
|
Item 5. |
Ownership of 5 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 5 percent of the class of securities, check the following o.
| Item 6. | Ownership of More than 5 Percent on Behalf of Another Person |
Not Applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
Not Applicable.
| 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 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, other than activities solely in connection with a nomination under § 240.14a-11.
6
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.
| Date: April 15, 2024 | ||
| MIZZEN CAPITAL, LP | ||
| By: | Mizzen Capital GP, LLC | |
| /s/ Elizabeth Karter | ||
| Name: | Elizabeth Karter | |
| Its: | Managing Member | |
| /s/ Elizabeth Karter | ||
| Elizabeth Karter | ||
| /s/ Marilyn Adler | ||
| Marilyn Adler | ||
| /s/ Chen Li | ||
| Chen Li | ||
7
Exhibit 1
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
| Date: April 15, 2024 | ||
| /s/ Elizabeth Karter | ||
| MIZZEN CAPITAL, LP | ||
| By: | Mizzen Capital GP, LLC | |
| Name: | Elizabeth Karter | |
| Its: | Managing Member | |
| /s/ Elizabeth Karter | ||
| Elizabeth Karter | ||
| /s/ Marilyn Adler | ||
| Marilyn Adler | ||
| /s/ Chen Li | ||
| Chen Li | ||