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

OFDate of ~~THE~~Report ~~SECURITIES~~(Date ~~EXCHANGE~~of ~~ACT~~earliest OFevent ~~1934~~reported): September 18, 2024

~~Date~~RUBICON ~~of Report (Date of earliest event reported): July 1~~TECHNOLOGIES, ~~2024~~INC.

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.)

950 E Paces Ferry Rd NE Suite 810 Atlanta, GA		30326
(Address of principal executive offices)		(Zip Code)

950 E Paces Ferry Road NE, Suite 810

~~(844)~~Atlanta, GA ~~479-1507~~30326

(~~Registrant’s~~Address of ~~telephone~~principal ~~number,~~executive ~~including~~offices ~~area~~and zip code)

Registrant’s telephone number, including area code: (844) 479-1507

Not Applicable

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

☐ 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))

☐	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	RBTC*	*
Class A common Stock, $0.0001 par value per share	RBTC*	*

* On June 7, 2024, our Class A common stock was suspended from trading on the New York Stock Exchange and began trading under the symbol “RBTC” on the OTC Pink Marketplace maintained by the OTC Markets Group, Inc.

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 4.~~02.~~01 ~~Departure~~Changes ofin ~~Directors~~Registrant’s orCertifying ~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Accountant.

~~Departure~~(a) Resignation of ~~Chief~~Independent ~~Executive~~Registered ~~Officer~~Public Accounting Firm

OnCherry Bekaert ~~June 27~~LLP (“Cherry Bekaert”), ~~2024~~Rubicon Technologies, MrInc. ~~Phil~~’s ~~Rodoni and~~ (the “Company”) ~~entered~~independent registered ~~into~~public aaccounting ~~Separation~~firm, ~~Agreement~~informed (the ~~“Separation~~Company ~~Agreement”)~~on ~~wherein~~September ~~Mr. Rodoni~~18, ~~resigned~~2024, ~~from~~that ~~his~~Cherry ~~role~~Bekaert ashas ~~Chief~~declined ~~Executive~~to ~~Officer~~stand offor ~~Rubicon~~re-appointment as ~~Technologies, Inc. (~~the “Company~~”),~~’s ~~effective~~independent ~~June 28,~~registered ~~2024.~~public ~~The~~accounting ~~Company~~firm ~~sincerely thanks Mr. Rodoni~~ for ~~his~~the ~~leadership~~fiscal ~~and~~year ~~contributions~~ending toDecember ~~the~~31, ~~Company~~2024. ~~The~~Cherry ~~Separation~~Bekaert ~~Agreement~~has served isas ~~attached~~the ~~hereto~~Company’s ~~and~~independent ~~incorporated~~registered ~~herein~~public asaccounting ~~Exhibit~~firm ~~10.1~~and toaudited ~~this~~its ~~Current~~financial ~~Report~~statements onsince ~~Form~~August ~~8-K~~29, 2022.

~~Appointment~~The audit reports of ~~Interim~~Cherry ~~Chief~~Bekaert ~~Executive~~on ~~Officer~~the Company’s financial statements as of and for the year ended December 31, 2022 and 2023, did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainties, audit scope or accounting principles.

OnDuring the ~~June 27~~period from August 29, ~~2024~~2022 (inception) through December 31, 2023 and the ~~Company~~subsequent ~~entered~~interim ~~into~~period anthrough ~~Employment~~September ~~Agreement~~18, 2024, there were no disagreements (~~the~~as ~~“Employment~~described ~~Agreement”~~in Item 304(a)(1)(iv) ~~entered~~of ~~into~~Regulation S-K and the related instructions) between the Company and ~~Mr. Osman~~Cherry Bekaert H.on ~~Ahmed~~any matter of accounting principles or practices, ~~wherein~~financial ~~the~~disclosure ~~Company~~or ~~offered~~auditing ~~Mr. Ahmed~~scope ~~the~~or ~~position~~procedure, ofwhich ~~Interim~~disagreements, if ~~Chief~~not ~~Executive~~resolved ~~Officer.~~to ~~The~~the ~~Employment~~satisfaction ~~Agreement~~of isCherry ~~attached~~Bekaert, ~~hereto~~would ~~and~~have ~~incorporated~~caused ~~herein~~it asto ~~Exhibit~~make ~~10.2~~reference to ~~this~~the ~~Current~~subject ~~Report~~matter of the disagreements in its reports on ~~Form~~the ~~8-K~~Company’s financial statements for such years.

~~Prior to his appointment to~~ During the ~~position~~period offrom ~~Interim~~August ~~Chief Executive Officer~~29, ~~Mr. Ahmed served on the Company’s board since August~~ 2022. Mr. Ahmed is a Co-Founder of New Circle Capital LLC. Mr. Ahmed is also a Senior Advisor at 10X Capital, having previously served as Managing Director and Head of Private Equity. He has over 15 years of principal investment, and operating experience. Mr. Ahmed has served as member of the board of African Agriculture Holdings Inc. (~~NASDAQ: AAGR~~inception) ~~since~~through December ~~2023.~~ ~~Prior to joining 10X Capital~~31, ~~Mr. Ahmed~~2023 ~~was~~and the ~~CEO~~subsequent ofinterim ~~Founder~~period ~~SPAC,~~through aSeptember ~~$321M special purpose acquisition company focused on digital transformation. Previously~~18, ~~Mr. Ahmed was an investor at KCK Group~~2024, athere were ~~private~~no ~~markets~~“reportable ~~investor.~~events” ~~He also served~~ (as ~~CFO~~defined of Beehive Industries, a KCK Group Portfolio company. Mr. Ahmed previously has held roles at Volition Capital, Scale Venture Partners, and Stifel Financial (NYSE: SF). Throughout his career, Mr. Ahmed has executed leveraged buyout, special situations, and growth equity investments in ~~technology,~~Item ~~business services, industrials, and healthcare. Prior closed deals include: Harvest Food Distributors, Sherwood Food Distributors, Hibernia Networks~~ 304(~~acquired by GTT~~a)~~, RingCentral~~ (~~NYSE: RNG~~1)~~, TraceLink, Al Fakher Tobacco, Better.com~~ (~~NASDAQ: BETR~~v), ~~and~~of ~~others.~~Regulation ~~Mr. Ahmed holds a B.~~S.-K inunder ~~Computer Science from~~ the ~~University~~Securities ofExchange ~~Southern~~Act ~~California and an M.B.A. from the University~~ of ~~Chicago~~1934, as ~~Booth School of Business~~amended).

~~Item~~The Company 7provided Cherry Bekaert with a copy of this Current Report on Form 8-K prior to its filing with the SEC and requested that Cherry Bekaert furnish the Company with a letter addressed to the SEC stating whether or not Cherry Bekaert agrees with the above statements.01 The letter from Cherry Bekaert is filed with this Current Report on Form 8-K as Exhibit 16.1 ~~Regulation~~hereto FD(which ~~Disclosure~~is incorporated by reference herein).

~~On July 1, 2024, the Company issued both a shareholder letter~~ (~~the “Shareholder Letter”~~b) Appointment ~~and a press release announcing the departure~~ of ~~Mr. Rodoni~~New ~~and~~Independent ~~the~~Registered ~~appointment~~Public ofAccounting ~~Mr. Ahmed. The Shareholder Letter and the press release are attached hereto and incorporated herein as Exhibits 10.3 and 99.1 to this Current Report on Form 8-K, respectively.~~Firm

The Audit ~~information~~Committee in(the ~~Item~~“Audit ~~7.01~~Committee”) of ~~this~~the ~~Current~~Board ~~Report~~of onDirectors ~~Form~~(the ~~8-K, including Exhibits 10.3 and 99.1, is being furnished and shall not be deemed~~ “~~filed~~Board”) ~~for~~of the ~~purposes~~Company ofis ~~Section 18~~in of the ~~Securities~~process ~~Exchange Act~~ of ~~1934,~~engaging asCohnReznick LLP ~~amended~~ (~~the~~ “~~Exchange Act~~CohnReznick”), orto ~~otherwise~~serve ~~subject~~as to the ~~liabilities~~Company’s ofindependent ~~that~~registered ~~section,~~public ~~nor~~accounting ~~shall~~firm, itsubject beto ~~deemed~~final ~~incorporated~~qualifications byand ~~reference~~onboarding procedures. inOnce ~~any~~CohnReznick ~~filing~~has ~~under~~been ~~the~~formally ~~Securities~~engaged ~~Act~~by ofthe ~~1933~~Company, ~~as amended, or~~ the ~~Exchange~~Company ~~Act,~~will ~~except~~file asa ~~expressly~~Form ~~set~~8-K ~~forth~~disclosing ~~by specific reference in~~ such ~~a filing~~appointment.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

10.1		Separation Agreement, dated June 27, 2024.
Exhibit No.		Description
10.2		Employment Agreement, dated June 27, 2024.
16.1		Letter of Cherry Bekaert LLP, dated September 24, 2024
10.3		Shareholder Letter, dated July 1, 2024.
104		Cover Page Interactive Data File (formatted as Inline XBRL).
99.1		Press Release, dated July 1, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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~~thereunto duly authorized.

Rubicon Technologies, Inc. By: /s/ Grant Deans Name: Grant Deans Title: Interim Chief Financial Officer

	RUBICON TECHNOLOGIES, INC.

Date: September 24, 2024	/s/ Grant Deans
	Name:	Grant Deans
	Title:	Interim Chief Financial Officer

~~Date: July 1, 2024~~3

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