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                            March 7, 2023

       Philip Rodoni
       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 February 8,
2023
                                                            File No. 333-269646

       Dear Philip Rodoni:

              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.

       Form S-1

       Cover Page

   1.                                                   Please disclose on the
prospectus cover page that the purchase price of the shares under
                                                        the Standby Equity
Purchase Agreement is 97% of the lowest daily VWAP of the Class A
                                                        common stock during the
three trading days following a notice to sell to the Yorkville
                                                        Investor. Disclose
whether there is a floor price.
       General

   2.                                                   Where you discuss the
Standby Equity Purchase Agreement ("SEPA"), please highlight
                                                        that you may not have
access to the full $200 million amount available under the SEPA.
                                                        Among other things,
highlight that you are only registering 31,810,075 Class A shares
                                                        issuable pursuant to
the SEPA because you would have to obtain shareholder approval
 Philip Rodoni
Rubicon Technologies, Inc.
March 7, 2023
Page 2
      under NYSE listing rules in order to issue more than 32,010,075 shares of
Class A
      common stock pursuant to the SEPA (19.9% of the issued and outstanding
common stock
      immediately prior to the signing of the SEPA). Disclose how much of the
$200 million
      maximum amount you could receive from selling 31,810,075 Class A shares
under the
      SEPA based upon your most recent share price. Also disclose the total
number of shares
      you would have to issue to obtain the $200 million maximum amount under
the SEPA
      based upon your most recent share price.
3.    You disclose that you may not issue or sell any Class A shares to YA II
PN, Ltd. (the
      "Yorkville Investor") under the SEPA if the shares, when aggregated with
all other Class
      A shares beneficially owned by the Yorkville Investor and its affiliates,
would result in the
      Yorkville investor owning more than 9.99% of the company   s outstanding
Class A shares.
      Disclose the purpose of this limitation. Highlight that the 9.99%
beneficial ownership cap
      does not prevent the Yorkville Investor from selling some or all of the
Class A shares it
      acquires and then acquiring additional shares, and accordingly, the
Yorkville Investor will
      be able to sell shares in excess of the 9.99% beneficial ownership cap
while never holding
      more than 9.99% of the company   s outstanding Class A shares at any
given time.
4.    Please revise your discussion of the material terms of the Insider
Convertible Debentures
      to also disclose the lock-up agreements that prevent the holders from
reselling the shares
      underlying their Insider Convertible Debentures during their 18-month
term unless and
      until the Yorkville Investor has completely sold all shares underlying
its $17 million
      principal amount of convertible debentures. Discuss how this may impact
the amount of
      Insider Convertible Debentures that are still outstanding and payable by
the company on
      their maturity dates.
        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.

       Please contact Kathleen Krebs, Special Counsel, at 202-551-3350 or
Joshua Shainess,
Legal Branch Chief, at 202-551-7951 with any other questions.



                                                            Sincerely,
FirstName LastNamePhilip Rodoni
                                                            Division of
Corporation Finance
Comapany NameRubicon Technologies, Inc.
                                                            Office of
Technology
March 7, 2023 Page 2
cc:       Michael Blankenship, Esq.
FirstName LastName