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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): June 8, 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 5.07. Submission of Matters to a Vote of Security Holders

 

On June 8, 2023, Rubicon Technologies, Inc., a Delaware corporation (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). Set forth below are the matters on which the Company’s stockholders voted, along with final voting results, as reported by the Company’s independent inspector of election.

 

1.Director Proposal. All three nominees for Class I director were elected, each to serve a three-year term expiring at the Company’s 2026 annual meeting or until such director’s earlier death, resignation, disqualification or removal. The voting results are set forth below:

 

Name  For   Against   Withhold   Non-Votes 
Barry Caldwell   99,212,856            0    5,597,394    17,859,847 
Paula Henderson   98,676,163    0    6,134,087    17,859,847 
Philip Rodoni   99,268,327    0    5,541,923    17,859,847 

 

2.Auditor Proposal. The appointment of Cherry Bekaert LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 was ratified. The voting results are set forth below:

 

For   Against   Abstain   Non-Votes
118,547,998   739,276   3,382,823   0

 

3.SEPA Proposal. The SEPA Proposal was approved, providing for (i) the issuance of up to $200.0 million in shares of the Company’s Class A common stock (the “Common Stock”) to YA II PN, Ltd. (the “Yorkville Investor”) pursuant to the Standby Equity Purchase Agreement, dated as of August 31, 2022, entered into by and between the Company and the Yorkville Investor, and (ii) the issuance of up to 200,000 shares of Common Stock to the Yorkville Investor as an initial commitment fee. The voting results are set forth below:

 

For   Against   Abstain   Non-Votes
98,903,347   2,943,975   2,962,928   17,859,847

 

4.Reverse Stock Split Proposal. The Reverse Stock Split proposal was approved, granting the Company’s board of directors discretionary authority to (i) amend the Company’s certificate of incorporation to effect a reverse stock split of the outstanding shares of Common Stock, and (ii) effect the Reverse Stock Split, if at all, within one year of the date the proposal is approved by stockholders. The voting results are set forth below:

 

For   Against   Abstain   Non-Votes
120,840,508   1,775,866   53,723   0

 

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: June 9, 2023

 

2

 

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