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): December ~~September~~3, 182024 (December 3, 2024)

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 Road NE, Suite 810

950 E Paces Ferry Rd NE Suite 810

Atlanta, GA

30326

(Address of principal executive offices)

(Zip Code)

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

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

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, $0.0001 par value per share		RBTC*		*

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		None		None

* 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 4 7.01. ~~Changes~~Regulation inFD ~~Registrant’s Certifying Accountant~~Disclosure.

On December 3, 2024, Rubicon Technologies, Inc. (the “Company”) issued a press release (the “Press Release”) ~~Resignation~~ announcing, among other things, a refinancing of ~~Independent~~certain ~~Registered~~of ~~Public~~the ~~Accounting~~Company’s ~~Firm~~existing debt facilities with proceeds of a new revolving facility and a $20 million preferred equity raise. A copy of the Press Release is furnished herewith as Exhibit 99.1 and incorporated into this Item 7.01 by reference.

~~Cherry Bekaert~~The ~~LLP~~information ~~(“Cherry~~in ~~Bekaert”),~~Item ~~Rubicon~~7.01 ~~Technologies~~of this Current Report on Form 8-K, ~~Inc~~including Exhibit 99.’s1, ~~(the~~is being furnished and shall not be deemed “~~Company~~filed”) ~~independent registered~~for ~~public~~the ~~accounting~~purposes ~~firm,~~of ~~informed~~Section 18 of the ~~Company~~Securities onExchange ~~September~~Act ~~18,~~of ~~2024~~1934, ~~that~~as ~~Cherry~~amended ~~Bekaert~~(the ~~has~~“Exchange ~~declined~~Act”), toor ~~stand~~otherwise ~~for~~subject ~~re-appointment as~~to the ~~Company’s~~liabilities ~~independent~~of ~~registered~~that ~~public~~section, ~~accounting~~nor ~~firm~~shall ~~for~~it ~~the~~be ~~fiscal~~deemed ~~year~~incorporated ~~ending~~by ~~December~~reference ~~31,~~in ~~2024.~~any ~~Cherry~~filing ~~Bekaert~~under ~~has served~~the Securities Act of 1933, as ~~the~~amended, ~~Company’s~~or ~~independent~~the ~~registered~~Exchange ~~public~~Act, ~~accounting~~except ~~firm~~as ~~and~~expressly ~~audited~~set ~~its~~forth ~~financial~~by ~~statements~~specific ~~since~~reference ~~August~~in ~~29,~~such ~~2022~~filing.

~~The audit~~Item ~~reports~~9.01. ofFinancial ~~Cherry~~Statements ~~Bekaert on 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 principlesExhibits.

~~During the period from August 29, 2022~~ (~~inception~~d) through December 31, 2023 and the subsequent interim period through September 18, 2024, there were no disagreements (as described in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and Cherry Bekaert on any matter of accounting principles or practices, financial disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Cherry Bekaert, would have caused it to make reference to the subject matter of the disagreements in its reports on the Company’s financial statements for such yearsExhibits.

During the period from August 29, 2022 (inception) through December 31, 2023 and the subsequent interim period through September 18, 2024, there were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K under the Securities Exchange Act of 1934, as amended).

Exhibit No.		Description
99.1		Press Release, dated December 3, 2024

The Company provided 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. The letter from Cherry Bekaert is filed with this Current Report on Form 8-K as Exhibit 16.1 ~~hereto (which is incorporated by reference herein).~~

~~(b) Appointment~~SIGNATURES ~~of New Independent Registered Public Accounting Firm~~

~~The Audit~~Pursuant ~~Committee~~to (the ~~“Audit~~requirements ~~Committee”)~~ of the ~~Board~~Securities ofExchange ~~Directors~~Act ~~(the “Board”)~~ of ~~the~~1934, ~~Company is in~~ the ~~process~~registrant ofhas ~~engaging~~duly ~~CohnReznick LLP~~caused ~~(“CohnReznick”)~~this toreport ~~serve as the Company’s independent registered public accounting firm, subject~~ to ~~final~~be ~~qualifications~~signed ~~and~~on ~~onboarding procedures.~~its ~~Once~~behalf ~~CohnReznick has been formally engaged~~ by the ~~Company,~~undersigned ~~the~~hereunto ~~Company~~duly ~~will file a Form 8-K disclosing such appointment~~authorized.

	RUBICON TECHNOLOGIES, INC.

Date: December 3, 2024	By:	/s/ Osman Ahmed
		Name:	Osman Ahmed
		Title:	Interim Chief Executive Officer

~~Item 9.01. Financial Statements and Exhibits~~2

(d) Exhibits.

Exhibit No.		Description
16.1		Letter of Cherry Bekaert LLP, dated September 24, 2024
104		Cover Page Interactive Data File (formatted as Inline XBRL).

SIGNATURES

Pursuant to the requirements of Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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

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