SEC Form SC 13G/A filed by Founder SPAC (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO.1 to SCHEDULE 13G

Under the Securities Exchange Act of 1934

Rubicon Technologies, Inc.

(Name of Issuer)

Class A Common Stock, with a par value $0.0001 per share

(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:

*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 purposes of Section 18 of the Securities and Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act out shall be subject to all other provisions of the Act, (however, see the Notes).

CUSIP No. 78112J109

* 5,495,470 shares consisting of the direct ownership of 200,000 shares of Class A Common Stock plus the deemed ownership of 5,295,470 shares of Class A Common Stock that the reporting person has the right to acquire within 60 days of the date of the report.

** Calculation based on 55,009,709 outstanding shares of the issuer’s Class A Common Stock, consisting of 49,714,239 shares of Class A Common Stock outstanding as of the date of this report and an additional 5,295,470 shares of Class A Common Stock that the reporting person has the right to acquire within 60 days of the date of the report.

CUSIP No. 78112J109

* 5,495,470 shares consisting of the direct ownership of 200,000 shares of Class A Common Stock plus the deemed ownership of 5,295,470 shares of Class A Common Stock that the reporting person has the right to acquire within 60 days of the date of the report.

** Calculation based on 55,009,709 outstanding shares of the issuer’s Class A Common Stock, consisting of 49,714,239 shares of Class A Common Stock outstanding as of the date of this report and an additional 5,295,470 shares of Class A Common Stock that the reporting person has the right to acquire within 60 days of the date of the report.

CUSIP No. 78112J109

* 5,495,470 shares consisting of the direct ownership of 200,000 shares of Class A Common Stock plus the deemed ownership of 5,295,470 shares of Class A Common Stock that the reporting person has the right to acquire within 60 days of the date of the report.

** Calculation based on 55,009,709 outstanding shares of the issuer’s Class A Common Stock, consisting of 49,714,239 shares of Class A Common Stock outstanding as of the date of this report and an additional 5,295,470 shares of Class A Common Stock that the reporting person has the right to acquire within 60 days of the date of the report.

CUSIP No. 78112J109

* 5,495,470 shares consisting of the direct ownership of 200,000 shares of Class A Common Stock plus the deemed ownership of 5,295,470 shares of Class A Common Stock that the reporting person has the right to acquire within 60 days of the date of the report.

** Calculation based on 55,009,709 outstanding shares of the issuer’s Class A Common Stock, consisting of 49,714,239 shares of Class A Common Stock outstanding as of the date of this report and an additional 5,295,470 shares of Class A Common Stock that the reporting person has the right to acquire within 60 days of the date of the report.

CUSIP No. 78112J109

* 5,495,470 shares consisting of the direct ownership of 200,000 shares of Class A Common Stock plus the deemed ownership of 5,295,470 shares of Class A Common Stock that the reporting person has the right to acquire within 60 days of the date of the report.

** Calculation based on 55,009,709 outstanding shares of the issuer’s Class A Common Stock, consisting of 49,714,239 shares of Class A Common Stock outstanding as of the date of this report and an additional 5,295,470 shares of Class A Common Stock that the reporting person has the right to acquire within 60 days of the date of the report.

CUSIP No. 78112J109

* 5,495,470 shares consisting of the direct ownership of 200,000 shares of Class A Common Stock plus the deemed ownership of 5,295,470 shares of Class A Common Stock that the reporting person has the right to acquire within 60 days of the date of the report.

** Calculation based on 55,009,709 outstanding shares of the issuer’s Class A Common Stock, consisting of 49,714,239 shares of Class A Common Stock outstanding as of the date of this report and an additional 5,295,470 shares of Class A Common Stock that the reporting person has the right to acquire within 60 days of the date of the report.

CUSIP No. 78112J109

* 5,495,470 shares consisting of the direct ownership of 200,000 shares of Class A Common Stock plus the deemed ownership of 5,295,470 shares of Class A Common Stock that the reporting person has the right to acquire within 60 days of the date of the report.

** Calculation based on 55,009,709 outstanding shares of the issuer’s Class A Common Stock, consisting of 49,714,239 shares of Class A Common Stock outstanding as of the date of this report and an additional 5,295,470 shares of Class A Common Stock that the reporting person has the right to acquire within 60 days of the date of the report.

Item 1.

Rubicon Technologies, Inc.

100 West Main Street

Lexington, Kentucky 40507

YA II PN, Ltd.

1012 Springfield Ave.

Mountainside, NJ 07092

Cayman Islands

Class A Common Stock, with a par value $0.0001 per share

78112J109

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

* 5,495,470 shares consisting of the direct ownership of 200,000 shares of Class A Common Stock plus the deemed ownership of 5,295,470 shares of Class A Common Stock that the reporting person has the right to acquire within 60 days of the date of the report.

** Calculation based on 55,009,709 outstanding shares of the issuer’s Class A Common Stock, consisting of 49,714,239 shares of Class A Common Stock outstanding as of the date of this report and an additional 5,295,470 shares of Class A Common Stock that the reporting person has the right to acquire within 60 days of the date of the report.

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 ¨.

The reporting persons directly or indirectly own an aggregate of 5,495,470* or 9.99%, of the Class A Common Stock of the Company as of the date of this filing. YA II and the other reporting persons shared the power to vote and dispose any such shares of Class A Common Stock.

Direct beneficial ownership of such Class A Common Stock by the reporting persons is as follows (and therefore excludes any shares of Class A Common Stock indirectly held by such person or any securities, such as warrants, which may be exercised or converted into Class A Common Stock of the Company):

Indirect beneficial ownership: YA II PN, Ltd. (“YA II”) entered into a Standby Equity Purchase Agreement (“SEPA”) with the issuer dated as of August 31, 2022. Under the SEPA, the issuer has the option to sell shares of its Class A Common Stock to YA II, and YA II is obligated to purchase such shares, at a price and on the terms and subject to the conditions set forth in the SEPA. Under the SEPA, the issuer is prohibited from selling shares to YA II to the extent that it would cause the aggregate number of shares of Class A Common Stock beneficially owned by YA II and its affiliates to exceed 9.99% of the shares of Class A Common Stock of the issuer. On November 30, 2022 the SEPA was amended whereby the issuer agreed that it will not file a SEPA registration statement until there is an effective registration statement covering the resale of at least 18 million shares underlying the Convertible Debentures (as defined below).

On November 30, 2022, YA II and the issuer entered into a securities purchase agreement (the “SPA”). Pursuant to the SPA, YA II agreed to purchase from the issuer (i) two convertible debentures (the “Convertible Debentures”) in the aggregate principal amount of up to $17 million, which are convertible into shares of Class A Common Stock, and (ii) a pre-funded common stock purchase warrant (the “Warrant”), which is exercisable into $20 million of shares of Class A Common Stock. On November 30, 2022, upon signing the SPA, YA II acquired the first Convertible Debenture in the principal amount of $7 million. Pursuant to the SPA, YA II agreed to acquire the second Convertible Debenture in the principal amount of $10 million upon the satisfaction of certain conditions, including among other things, that the initial registration statement is declared effective by the SEC. Subject to certain limitations set forth in the Convertible Debentures, at anytime on or after their respective issuance dates and so long as the Convertible Debentures remain outstanding, YA II may convert all or part of the Convertible Debentures into Class A Common Shares at a conversion price equal to the lower of (i) 110% of the lowest daily volume weighted average price of the Class A Common Stock during the three days prior to the issuance date of such Convertible Debenture or (ii) 90% of the lowest daily volume weighted average price of the Class A Common Stock during the seven consecutive trading days preceding the applicable conversion date, but in no event lower than $0.25 per share.  

In connection with the SPA, on November 30, 2022, YA II acquired the Warrant, pursuant to which, subject to the limitations on exercise and the conditions set forth therein, YA II may subscribe for and purchase from the issuer such number of Class A Common Shares as is equal to the product of (a) $20 million divided by (b) the Market Price. YA II may subscribe for and purchase the shares at a price of $0.0001 per share at any time on or after the earlier of (i) nine months after the November 30, 2022, or (ii) the date on which all of the Convertible Debentures to be issued pursuant to the SPA have been fully repaid or fully converted into shares (such earlier date, the “Market Price Set Date”), until the Warrant has been exercised in full. For purposes of determining the number of Class A Common Stock issuable pursuant to the Warrant, “Market Price” means 100% of the average of the daily volume weighted average price of the Class A Common Stock during the three consecutive trading days immediately following the Market Price Set Date. The total number of Class A Common Shares that may be subscribed for by YA II is subject to two adjustments as set forth in the Warrant.

Under the terms and conditions of the Convertible Debentures and the Warrant YA II is prohibited from acquiring shares of Class A Common Stock to the extent that it would cause the aggregate number of shares beneficially owned by YA II and its affiliates to exceed 4.99% of the shares of Class A Common Stock of the issuer, after giving effect to any such conversion or exercise.

In addition to the direct beneficial ownership set forth above, each reporting person is also deemed to be the indirect beneficial owner of additional shares of Class A Common Stock that YA II may acquire under the SEPA, the Convertible Debentures, and the Warrants within 60 days of the date of this filing such that each reporting person is deemed to be the indirect beneficial owner of an additional 5,295,470 shares of Class A Common Stock.

Below is a description of the relationship among the reporting persons:

YA II PN, Ltd. (“YA II”) is beneficially owned by YA Global Investments II (U.S.), LP (the “YA Feeder”). Yorkville Advisors Global, LP (the “YA Advisor”) is the investment manager to YA II. Yorkville Advisors Global II, LLC (the “YA Advisor GP”) is the general partner to the YA Advisor. YAII GP, LP (the “YA GP”) is the general partner to the YA Feeder. YAII GP II, LLC (the “Yorkville GP”) is the general partner to the YA GP. Mark Angelo makes the investment decisions on behalf of YA II. Accordingly, each of YA II, YA Feeder, the YA Advisor, the YA Advisor GP, the YA GP, the Yorkville GP and Mark Angelo may be deemed affiliates and therefore may be deemed to beneficially own the same number of Common Shares.

For purposes of this filing, each of the reporting persons is deemed an affiliate of each other reporting person.

Not Applicable

See Item 6.

Not Applicable

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 participant in any transaction having that purpose or effect.

Additional Information:

Each Reporting Person disclaims beneficial ownership of any securities beneficially owned by each other Reporting Person, and its report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of these securities for the purpose of Section 16 or for any other purpose.

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement in true, complete and correct.

Dated: January 3, 2023