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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): July 28, 2023

 

Rubicon Technologies, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   001-40910   88-3703651
(State or other jurisdiction
of incorporation)		   (Commission
File Number)		   (IRS Employer
Identification No.)

 

335 Madison Avenue, 4th Floor
New York, NY		   10017
(Address of principal executive offices)   (Zip Code)

 

(844) 479-1507

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K 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(s)   Name of each exchange on which registered
Class A common stock, par value $0.0001 per share   RBT   New York Stock Exchange
Warrants, each exercisable for one share of Class A common stock at an exercise price of $11.50 per share   RBT WS   New York Stock Exchange

 

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On July 28, 2023, the Compensation Committee of the Board of Directors of Rubicon Technologies, Inc., a Delaware corporation (the “Company”) completed its determination of the annual bonus amounts payable, if any, to the Company’s employees for fiscal year ending December 31, 2022.

 

These bonus amounts were not included in the Summary Compensation Table (the “Summary Compensation Table”) in the Company’s Definitive Proxy Statement for its 2023 Annual Meeting of Shareholders, filed with the U.S. Securities and Exchange Commission on May 1, 2023 (the “Proxy Statement”), because the amounts earned were not determinable at the time the Proxy Statement was filed. In accordance with Item 5.02(f)(1) of Form 8-K, this Form 8-K is being filed to update the “Bonus” and “Total” columns of the Summary Compensation Table in the Proxy Statement to reflect the July 28, 2023 payment of $50,250 in 2022 annual bonus compensation to the Company’s Chief Executive Officer, Phil Rodoni. For Mr. Rodoni, the “Bonus” and “Total” columns for 2022 are each increased by $50,250 to reflect $1,797,735 in bonus compensation and $5,518,354 in total compensation, respectively. No other named executive officer received a 2022 annual bonus payment.

 

1

 

 

SIGNATURES

 

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.  
   
By: /s/ Philip Rodoni  
  Name: Philip Rodoni  
  Title: Chief Executive Officer  

 

Date: August 3, 2023

 

2

 

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Cover
Jul. 28, 2023
Document Type 8-K
Amendment Flag false
Document Period End Date Jul. 28, 2023
Entity File Number 001-40910
Entity Registrant Name Rubicon Technologies, Inc.
Entity Central Index Key 0001862068
Entity Tax Identification Number 88-3703651
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 335 Madison Avenue
Entity Address, Address Line Two 4th Floor
Entity Address, City or Town New York
Entity Address, State or Province NY
Entity Address, Postal Zip Code 10017
City Area Code (844)
Local Phone Number 479-1507
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false
Class A common stock, par value $0.0001 per share  
Title of 12(b) Security Class A common stock, par value $0.0001 per share
Trading Symbol RBT
Security Exchange Name NYSE
Warrants, each exercisable for one share of Class A common stock at an exercise price of $11.50 per share  
Title of 12(b) Security Warrants, each exercisable for one share of Class A common stock at an exercise price of $11.50 per share
Trading Symbol RBT WS
Security Exchange Name NYSE
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