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                             May 4, 2023

       Philip Rodoni
       Chief Executive Officer
       Rubicon Technologies, Inc.
       335 Madison Avenue, 4th Floor
       New York, NY 10017

                                                        Re: Rubicon
Technologies, Inc.
                                                            Amendment No. 2 to
Registration Statement on Form S-1
                                                            Filed May 2, 2023
                                                            File No. 333-269646

       Dear Philip Rodoni:

              We have limited our review of your amended 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.
Unless we note
       otherwise, our references to prior comments are to comments in our April
26, 2023 letter.

       Amendment No, 2 to Form S-1

       Risk Factors
       There can be no assurance that we will continue to comply with the
continued listing standards
       of NYSE, page 37

   1.                                                   Please update this risk
factor disclosure to discuss the March 28, 2023 notice you received
                                                        from the NYSE that you
were not in compliance with the minimum shares price
                                                        requirement for
continued listing.
 Philip Rodoni
FirstName  LastNamePhilip
Rubicon Technologies, Inc. Rodoni
Comapany
May  4, 2023NameRubicon Technologies, Inc.
May 4,
Page  2 2023 Page 2
FirstName LastName
Selling Securityholders, page 102

2.       You disclose in the selling securityholder table on page 102 that
Palanatir Technologies
         Inc. is offering up to 8,940,302 shares of Class A common stock. This
is inconsistent with
         your disclosure on the prospectus cover page and elsewhere that
Palantir Technologies
         Inc. is offering 5,440,302 shares of Class A common stock. These
additional shares would
         also result in the offer of more shares that have been registered.
Please advise and revise
         as appropriate.
General

3.       In response to prior comment 2, you did not recalculate the maximum
amount you could
         receive from selling 31,810,075 Class A shares under the SEPA based
upon the most
         recent share price. In addition, you included the 200,000 shares
issued to the Yorkville
         Investor as a commitment fee. Please revise.
4.       Your disclosure about the Chico PIPE Agreements is inconsistent on
whether the shares
         have already been issued or are issuable to the Chico Investors. The
legality opinion filed
         as Exhibit 5.1 indicates that these shares have not been issued.
Please advise and revise so
         that it is clear if and when the shares have been or will be issued.
In addition, you disclose
         throughout the registration statement that the shares were issued
pursuant to the Chico
         PIPE Agreements "in exchange for a purchase price, as defined
therein." Please disclose
         the purchase price for the shares issued to the Chico Investors. Refer
to Items 404 and 701
         of Regulation S-K.
5.       Please disclose the amount of consideration the company received for
the 5,440,302 Class
         A shares issued to Palantir Technologies Inc.
       Please contact Kathleen Krebs, Special Counsel, at 202-551-3350 or Larry
Spirgel, Office Chief, at 202-551-3815 with any other questions.



                                                                Sincerely,

                                                                Division of
Corporation Finance
                                                                Office of
Technology
cc:      Michael Blankenship, Esq.