RBT Rubicon Technologies Inc

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION 

WASHINGTON, D.C. 20549

 

SCHEDULE 13D

(Amendment No. 2)*

 

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

Rubicon Technologies, Inc.

(Name of Issuer)

 

Class A Common Stock, $0.0001 par value per share 

(Title of Class of Securities)

 

78112J109 

(CUSIP Number)

 

 

Jose Miguel Enrich

781 Crandon Blvd. 902

Key Biscayne, FL 33149

(844) 479-1507  

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

August 24, 2023

(Date of Event Which Requires Filing of Statement on Schedule 13D)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☒

 

*	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 disclosures provided in a prior cover page.

 

The information required on 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). 

 

 

 

(1)	Name of Reporting Persons: Jose Miguel Enrich
(2)	Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☐
(3)	SEC Use Only:
(4)	Source of Funds (See Instructions): WC
(5)	Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ☐
(6)	Citizenship or Place of Organization: United Mexican States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	(7)	Sole Voting Power 0
	(8)	Shared Voting Power 68,822,747
	(9)	Sole Dispositive Power 0
	(10)	Shared Dispositive Power 68,822,747

(11)	Aggregate Amount Beneficially Owned by Each Reporting Person: 68,822,747
(12)	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ☐
(13)	Percent of Class Represented by Amount in Row (11): 25.9% (1)
(14)	Type of Reporting Person (See Instructions): IN

 

(1)

Based on an aggregate of 264,068,049 shares of Common Stock consisting of (i) 6,863,798 converted notes (as discussed below), and (ii) 257,204,251 shares of Common Stock outstanding as of August 11, 2023, as reported  by the Issuer (as defined below) in its Form 10-Q filed on August 11, 2023.

 

  

 

(1)	Name of Reporting Persons: MBI Holdings, LP
(2)	Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☐
(3)	SEC Use Only:
(4)	Source of Funds (See Instructions): WC
(5)	Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ☐
(6)	Citizenship or Place of Organization: Canada

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	(7)	Sole Voting Power 0
	(8)	Shared Voting Power 43,040,572
	(9)	Sole Dispositive Power 0
	(10)	Shared Dispositive Power 43,040,572

(11)	Aggregate Amount Beneficially Owned by Each Reporting Person: 43,040,572
(12)	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ☐
(13)	Percent of Class Represented by Amount in Row (11): 16.3% (1)
(14)	Type of Reporting Person (See Instructions): PN

 

(1)

Based on an aggregate of 264,068,049 shares of Common Stock consisting of (i) 6,863,798 converted notes, and (ii) 257,204,251 shares of Common Stock outstanding as of August 11, 2023, as reported  by the Issuer in its Form 10-Q filed on August 11, 2023.

 

 

 

 

(1)	Name of Reporting Persons: GFAPCH FO, S.C.
(2)	Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☐
(3)	SEC Use Only:
(4)	Source of Funds (See Instructions): WC
(5)	Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ☐
(6)	Citizenship or Place of Organization: United Mexican States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	(7)	Sole Voting Power 0
	(8)	Shared Voting Power 17,084,267
	(9)	Sole Dispositive Power 0
	(10)	Shared Dispositive Power 17,084,267

(11)	Aggregate Amount Beneficially Owned by Each Reporting Person: 17,084,267
(12)	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ☐
(13)	Percent of Class Represented by Amount in Row (11): 6.5% (1)
(14)	Type of Reporting Person (See Instructions): CO

 

(1)

Based on an aggregate of 264,068,049 shares of Common Stock consisting of (i) 6,863,798 converted notes, and (ii) 257,204,251 shares of Common Stock outstanding as of August 11, 2023, as reported  by the Issuer in its Form 10-Q filed on August 11, 2023.

 

  

 

(1)	Name of Reporting Persons: DGR Holdings LLC
(2)	Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☐
(3)	SEC Use Only:
(4)	Source of Funds (See Instructions): WC
(5)	Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ☐
(6)	Citizenship or Place of Organization: United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	(7)	Sole Voting Power 0
	(8)	Shared Voting Power 3,426,931
	(9)	Sole Dispositive Power 0
	(10)	Shared Dispositive Power 3,426,931

(11)	Aggregate Amount Beneficially Owned by Each Reporting Person: 3,426,931
(12)	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ☐
(13)	Percent of Class Represented by Amount in Row (11): 12.9% (1)
(14)	Type of Reporting Person (See Instructions): OO

 

(1)

Based on an aggregate of 264,068,049 shares of Common Stock consisting of (i) 6,863,798 converted notes, and (ii) 257,204,251 shares of Common Stock outstanding as of August 11, 2023, as reported  by the Issuer in its Form 10-Q filed on August 11, 2023.

 

 

 

 

(1)	Name of Reporting Persons: Pequeno Holdings LLC
(2)	Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☐
(3)	SEC Use Only:
(4)	Source of Funds (See Instructions): WC
(5)	Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ☐
(6)	Citizenship or Place of Organization: United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	(7)	Sole Voting Power 0
	(8)	Shared Voting Power 2,766,508
	(9)	Sole Dispositive Power 0
	(10)	Shared Dispositive Power 2,766,508

(11)	Aggregate Amount Beneficially Owned by Each Reporting Person: 2,766,508
(12)	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ☐
(13)	Percent of Class Represented by Amount in Row (11): 1.0% (1)
(14)	Type of Reporting Person (See Instructions): OO

 

(1)

Based on an aggregate of 264,068,049 shares of Common Stock consisting of (i) 6,863,798 converted notes, and (ii) 257,204,251 shares of Common Stock outstanding as of August 11, 2023, as reported  by the Issuer in its Form 10-Q filed on August 11, 2023.

   

 

 

(1)	Name of Reporting Persons: Bolis Holdings LLC
(2)	Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☐
(3)	SEC Use Only:
(4)	Source of Funds (See Instructions): WC
(5)	Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ☐
(6)	Citizenship or Place of Organization: United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	(7)	Sole Voting Power 0
	(8)	Shared Voting Power 2,153,203
	(9)	Sole Dispositive Power 0
	(10)	Shared Dispositive Power 2,153,203

(11)	Aggregate Amount Beneficially Owned by Each Reporting Person: 2,153,203
(12)	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ☐
(13)	Percent of Class Represented by Amount in Row (11): 0.8% (1)
(14)	Type of Reporting Person (See Instructions): OO

 

(1)

Based on an aggregate of 264,068,049 shares of Common Stock consisting of (i) 6,863,798 converted notes, and (ii) 257,204,251 shares of Common Stock outstanding as of August 11, 2023, as reported by the Issuer in its Form 10-Q filed on August 11, 2023.

   

 

ITEM 1. SECURITY AND ISSUER

 

This Amendment No. 2 (the “Amendment”) amends and supplements the Schedule 13D filed by the Reporting Persons on June 26, 2023, as amended and supplemented by Amendment No. 1 filed on August 3, 2023 (as so amended, the “Original Schedule 13D” and, as amended and supplemented by this Amendment, the “Schedule 13D”) of Rubicon Technologies, Inc., a Delaware corporation (“RBT”, or the “Issuer”). The principal executive offices of the Issuer are located at: 335 Madison Avenue, 4th Floor, New York, NY 10017. Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D.

 

ITEM 4. PURPOSE OF TRANSACTION.

 

On August 8, 2023, YA II PN, Ltd. (“Yorkville”), MBI Holdings LP, Bolis Holdings LP, DGR Holdings LP and Pequeno Holdings LP (the “Holders”) entered into an Assignment and Assumption Agreement (the “Assignment and Assumption Agreement”) pursuant to which Yorkville sold to the Holders the remaining principal balance and accrued but unpaid interest due under Convertible Debenture RBT-1 and Convertible Debenture RBT-2 (together “Convertible Notes”) in the aggregate amount of $6,207,808.

 

On August 24, 2023, the Holders elected to convert the Convertible Notes into 6,863,798 shares of the Issuer’s Common Stock pursuant to the terms of the Assignment and Assumption Agreement.

  

ITEM 5. INTEREST IN SECURITIES OF RUBICON TECHNOLOGIES, INC.

 

(a), (b) The following disclosure assumes there are 264,068,049 shares of Common Stock consisting of (i) 6,863,798 converted notes, and (ii) 257,204,251 shares of Common Stock outstanding as of August 11, 2023, as reported by the Issuer in its Form 10-Q filed on August 11, 2023. Pursuant to Rule 13d-3 under the Act, the Reporting Persons may be deemed to beneficially own 68,822,747 shares of Common Stock, which constitutes approximately 25.9% of the outstanding shares of Common Stock.

 

(c) Except as set forth in this Schedule 13D, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, without independent verification, any person named in Item 2 hereof has effected any transaction in the Common Stock during the past 60 days.

 

(d) To the best knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the Reporting Persons identified in this Item 5.

 

(e) Not applicable

 

 

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

 

Exhibit No.		Name
Exhibit 1.		Agreement of Joint Filing by Jose Miguel Enrich, MBI, GFAPCH, Pequeno, DGR and Bolis (incorporated by reference to the Schedule 13D filed by the Reporting Persons on June 26, 2023).
Exhibit 4.		Convertible Debenture Assignment and Assumption Agreement, dated August 8, 2023.

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this Schedule 13D is true, complete, and correct.

 

Dated as of August 28, 2023

 

 

	Jose Miguel Enrich
	By:	/s/ Jose Miguel Enrich

 

 

	MBI Holdings, LP
	By:	/s/ Jose Miguel Enrich
		Jose Miguel Enrich
		General Partner

 

 

	GFAPCH FO, S.C.
	By:	/s/ Jose Miguel Enrich
		Jose Miguel Enrich
		Director

 

 

	DGR Holdings LLC
	By:	/s/ Jose Miguel Enrich
		Jose Miguel Enrich
		Director

 

 

	Pequeno Holdings LLC
	By:	/s/ Jose Miguel Enrich
		Jose Miguel Enrich
		Director

 

 

	Bolis Holdings LLC
	By:	/s/ Jose Miguel Enrich
		Jose Miguel Enrich
		Director

 

  

Rubicon Technologies, Inc. — Schedule 13D/A

Exhibit 4

 

CONVERTIBLE DEBENTURE
ASSIGNMENT AND ASSUMPTION AGREEMENT

 

This Assignment and Assumption Agreement (this “Agreement”) dated as of August 8, 2023 (the “Effective Date”), is entered into by and between YA II PN, Ltd. (“Assignor” or “Yorkville”), and the signatories herein (“Assignee”) with respect to the Convertible Debentures (Debenture Number: RBT-1 and Debenture Number: RBT-2) (the “Convertible Debentures”) issued by Rubicon Technologies, Inc., a Delaware corporation (the “Company”) to YA II PN, Ltd. in connection with the Securities Purchase Agreement, dated as of November 30, 2022, as amended (the “Securities Purchase Agreement”) by and between the Company and the buyers listed thereto. Assignor and Assignee may be referred to individually as a “Party” and collectively as the “Parties” in this Agreement. All capitalized terms used but not defined herein shall have the meanings provided to them in the Convertible Debentures.

 

WHEREAS, Assignor desires to (i) sell the remaining principal balance and accrued but unpaid interest due under the Convertible Debentures in the aggregate amount of $6,207,808 to the Assignee (including a 10% premium on the face value of the Convertible Debentures), (ii) assign to Assignee all of its rights under the Convertible Debenture, and (iii) delegate to Assignee all of its obligations under all issued and outstanding Convertible Debentures; and

 

WHEREAS, Assignee desires to (i) purchase the remaining principal and accrued but unpaid interest balance due under the Convertible Debentures in the aggregate amount of $6,207,808 from the Assignor, (ii) pay a 10% premium on the face value of the Convertible Debentures, and (iii) accept such assignment of rights and delegation of obligations under the Convertible Debentures.

 

NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions set out herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1.       Assignment and Assumption. Assignor irrevocably assigns, grants, conveys and transfers (collectively, the “Assignment”) to Assignee all of Assignor’s right, title and interest in and to the Convertible Debentures (but for the avoidance of doubt such Assignment expresses excludes the Securities Purchase Agreement and that certain Registration Rights Agreement and that certain Pre-Funded Common Stock Purchase Warrant issued on November 30, 2022, by the Company to Assignor in connection with the Securities Purchase Agreement). Assignee unconditionally accepts such assignment and assumes all of Assignor’s duties, liabilities and obligations under the Convertible Debentures, and agrees to pay, perform and discharge, as and when due, all of the obligations of Assignor thereunder. Effective as of the Effective Date, and pursuant to the terms and conditions of the Convertible Debentures, the remaining principal and accrued but unpaid interest balance of the Convertible Debentures, in an aggregate amount of $6,207,808, will be sold and assigned to the Assignee (including a 10% premium on the face value of the Convertible Debenture), which Convertible Debentures may be converted into shares of Class A common stock, par value $0.0001 per share, of the Company, and delivered to Assignee, upon Assignee’s request and instruction, as if Assignee were the original issuer of the Convertible Debentures.

 

2.       Miscellaneous.

 

(a)       Further Assurances. On the reasonable request of a Party, each other Party will, at its sole cost and expense, execute and deliver all such further documents and instruments, and take all such further acts, necessary to give full effect to this Agreement.

 

(b)       Amendments and Waivers. No term of this Agreement may be waived, modified or amended except by an instrument in writing signed by the Parties hereto. Any waiver of the terms hereof will be effective only in the specific instance and for the specific purpose given.

(c)       No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising on the part of any Party, of any right, remedy, power or privilege hereunder will operate as a waiver thereof; nor will any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

 

(d)       Governing Law. This Agreement and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement, the Convertible Debentures, and the transactions contemplated hereby shall be governed by the laws of the State of Delaware.

 

(e)       Submission to Jurisdiction. Each Party hereby irrevocably and unconditionally (i) agrees that any legal action, suit or proceeding arising out of or relating to this Agreement or the Convertible Debentures may be brought in the courts of the State of Delaware or of the United States of America for the District of Delaware and (ii) submits to the jurisdiction of any such court in any such action, suit or proceeding. Final judgment in any action, suit or proceeding will be conclusive and may be enforced in any other jurisdiction by suit on the judgment.

 

(f)       Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together is deemed to be one and the same agreement. A signed copy of this Agreement delivered by means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

 

[Signature Pages Follow]

 

 

 

 

IN WITNESS WHEREOF, the undersigned have executed this Assignment and Assumption Agreement as of the Effective Date.

 

	ASSIGNOR:
	YA II PN, LTD.
	By:	/s/ Troy Rillo
	Name:	Troy Rillo
	Title:	Partner
	ASSIGNEE:
	MBI HOLDINGS LP
	By:	/s/ Jose Miguel Enrich
	Name:	Jose Miguel Enrich
	Title:	President
	BOLIS HOLDINGS LP
	By:	/s/ Jose Miguel Enrich
	Name:	Jose Miguel Enrich
	Title:	President
	DGR HOLDINGS LP
	By:	/s/ Jose Miguel Enrich
	Name:	Jose Miguel Enrich
	Title:	President
	PEQUENO HOLDINGS LP
	By:	/s/ Jose Miguel Enrich
	Name:	Jose Miguel Enrich
	Title:	President
	DAVID MANUEL GUTIERREZ MUGUERZA
	By:	/s/ David Manuel Gutierrez Muguerza
	Name:	David Manuel Gutierrez Muguerza
	Title:	Individual

 

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