United States securities and exchange commission logo





                                October 30, 2022

       Nathaniel R. Morris
       Chairman and Chief Executive Officer
       Rubicon Technologies, Inc.
       100 West Main Street Suite #610
       Lexington, KY 40507

                                                        Re: Rubicon
Technologies, Inc.
                                                            Registration
Statement on Form S-1
                                                            Filed August 22,
2022
                                                            File No. 333-267010

       Dear Nathaniel R. Morris:

              We have limited our review of your registration statement to
those issues we have
       addressed in our comments. In some of our comments, we may ask you to
provide us with
       information so we may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Registration Statement on Form S-1

       Cover Page

   1.                                                   We note that Jefferies,
LLC is a registered broker-dealer and that you are registering for
                                                        resale the private
warrants and underlying shares purchased by Jefferies, LLC in
                                                        connection with the
SPAC IPO. Please identify Jefferies as an underwriter of these
                                                        securities and provide
a fixed price at which it will sell these securities.
   2.                                                   For each of the
securities being registered for resale, disclose the price that the selling
                                                        securityholders paid
for such securities.
   3.                                                   Disclose the exercise
price of the warrants compared to the market price of the underlying
                                                        securities. Disclose
that cash proceeds associated with the exercise of warrants to purchase
                                                        your Class A Shares are
dependent on your stock price, that the warrants are currently out
 Nathaniel R. Morris
Rubicon Technologies, Inc.
October 30, 2022
Page 2
         of the money and, therefore, the company is unlikely to receive
proceeds from the
         exercise of the warrants. Furthermore, the private warrants may be
exercised on a cashless
         basis, which means the company may not receive cash for the exercise
of the private
         warrants even if they are in the money. Provide similar disclosure in
the prospectus
         summary, risk factors, MD&A and use of proceeds section. As
applicable, describe the
         impact on your liquidity and update the discussion on the ability of
your company to fund
         your operations on a prospective basis with your current cash on hand.
4.       We note the significant number of redemptions of your Class A common
stock in
         connection with your business combination and that the shares being
registered for resale
         will constitute a considerable percentage of your public float. Please
disclose the extent to
         which the shares being registered for resale were purchased by the
selling securityholders
         for prices considerably below the current market price of the Class A
common stock. As
         applicable, highlight the significant negative impact sales of shares
on this registration
         statement could have on the public trading price of the Class A common
stock.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
52

5.       Please expand your discussion to reflect the fact that this offering
involves the potential
         sale of a substantial portion of shares for resale and discuss how
such sales could impact
         the market price of the company   s common stock.
6.       We note that the projected revenues for 2022 were $736.1 million, as
set forth in the
         unaudited prospective financial information management prepared and
provided to the
         Founder Board and its financial advisors in connection with the
evaluation of the business
         combination. We also note that your actual revenues for the six months
ended June 30,
         2022 were approximately $275 million. It appears that you will miss
your 2022 revenue
         projections. Please update your disclosure in Liquidity and Capital
Resources, and
         elsewhere, to provide updated information about the company   s
financial position and
         further risks to the business operations and liquidity in light of
these circumstances.
Liquidity and Capital Resources, page 67

7.     In light of the significant number of redemptions and the unlikelihood
that the company
       will receive significant proceeds from exercises of the warrants because
of the disparity
       between the exercise price of the warrants and the current trading price
of the Class A
       common stock, expand your discussion of capital resources to address any
changes in the
FirstName LastNameNathaniel R. Morris
       company   s liquidity position since the business combination. Quantify
the total amount of
Comapany    NameRubicon
       net cash  the company Technologies,  Inc.business combination, and
disclose your recent entry
                                received in the
Octoberinto
         30,a2022
              standby
                    Pageequity
                          2    purchase agreement.
FirstName LastName
 Nathaniel R. Morris
FirstName  LastNameNathaniel R. Morris
Rubicon Technologies, Inc.
Comapany
October 30,NameRubicon
            2022         Technologies, Inc.
October
Page 3 30, 2022 Page 3
FirstName LastName
General

8.       Revise your prospectus to disclose the price that each selling
securityholder paid for the
         securities being registered for resale. Highlight any differences in
the current trading
         price, the prices that the selling securityholders acquired their
securities, and the price that
         the public securityholders acquired their shares and warrants. Please
also disclose the
         potential profit the selling securityholders will earn based on the
current trading price.
         Lastly, please include appropriate risk factor disclosure.
9.       Disclose the number and percentage of Class A shares redeemed by
Founder public
         shareholders in connection with the business combination, the
redemption price, and the
         amount of cash paid to redeem the shares. Also disclose the total
number of redemption
         requests received and the number of shares purchased from redeeming
shareholders under
         arrangements such as the OTC Equity Prepaid Forward Transaction.
Disclose the amount
         of funds from the Trust account available to the company after the
redemptions and the
         company's payments under OTC Equity Prepaid Forward Transaction.
10.      Provide a plain English description of the OTC Equity Prepaid Forward
Transaction,
         including the following:
             That the agreement is a hedging strategy for the FPA Sellers;
             The risks and benefits to each of the company and the FPA Sellers
based upon how
              the agreement operates;
             How the agreement operates, including how and when the company and
the FPA
              Sellers receive securities or cash;
             Examples of how the agreement operates;
             The amount of cash and securities each party has received to date
and how it was
              determined; and
             How entering into the agreement helped ensure that Founder   s
initial listing
              application with the NYSE was approved.
11.      Please provide your analysis on how the OTC Equity Prepaid Forward
Transaction and
         purchases from redeeming shareholders comply with Rule 14e-5.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
 Nathaniel R. Morris
Rubicon Technologies, Inc.
October 30, 2022
Page 4

      Please contact Priscilla Dao, Staff Attorney, at 202-551-5997 or Kathleen
Krebs, Special
Counsel, at 202-551-3350 with any other questions.



                                                          Sincerely,
FirstName LastNameNathaniel R. Morris
                                                          Division of
Corporation Finance
Comapany NameRubicon Technologies, Inc.
                                                          Office of Technology
October 30, 2022 Page 4
cc:       Evan D   Amico, Esq.
FirstName LastName