SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Atalaya Capital Management LP

(Last)

(First)

(Middle)

ONE ROCKEFELLER PLAZA, 32ND FLOOR

(Street)

NEW YORK

10020

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/08/2022

3. Issuer Name and Ticker or Trading Symbol
Rubicon Technologies, Inc. [ RBT ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A common stock	2,880,669⁽¹⁾	I	By ACM ASOF VIII Secondary-C LP⁽²⁾
Class A common stock	459,106⁽³⁾	I	By ACM Alameda Special Purpose Investment Fund II LP⁽⁴⁾
Class A common stock	261,060⁽⁵⁾	I	By Atalaya Special Purpose Investment Fund II LP⁽⁶⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Warrants	⁽⁷⁾	⁽⁷⁾	Class A common stock	50,000	$11.5	I	By ACM Alamosa (Cayman) Holdco LP⁽⁸⁾

Explanation of Responses:

1. ACM ASOF VIII Secondary-C LP ("ASOF") acquired shares of Class A ordinary shares, par value $0.0001 per share, of Founder SPAC (the "Founder Shares") prior to the closing of the Issuer's Business Combination on August 15, 2022. Following the closing of the Issuer's Business Combination, Founder SPAC was renamed Rubicon Technologies, Inc. and the Founder Shares were converted on a one-to-one basis into shares of Class A common stock, par value $0.0001 per share, of the Issuer ("Common Stock").

2. Atalaya Capital Management LP ("ACM") is the investment manager of ASOF. ACM disclaims beneficial ownership over the securities reported herein, except to the extent of its pecuniary interest therein, if any.

3. ACM Alameda Special Purpose Investment Fund II LP ("Alameda") acquired Founder Shares prior to the closing of the Issuer's Business Combination on August 15, 2022. Following the closing of the Issuer's Business Combination, Founder SPAC was renamed Rubicon Technologies, Inc. and the Founder Shares were converted on a one-to-one basis into shares of Common Stock of the Issuer.

4. ACM is the investment manager of Alameda. ACM disclaims beneficial ownership over the securities reported herein, except to the extent of its pecuniary interest therein, if any.

5. Atalaya Special Purpose Investment Fund II LP ("ASPIF II") acquired Founder Shares prior to the closing of the Issuer's Business Combination on August 15, 2022. Following the closing of the Issuer's Business Combination, Founder SPAC was renamed Rubicon Technologies, Inc. and the Founder Shares were converted on a one-to-one basis into shares of Common Stock of the Issuer.

6. ACM is the investment manager of ASPIF II. ACM disclaims beneficial ownership over the securities reported herein, except to the extent of its pecuniary interest therein, if any.

7. The warrants will become exercisable on September 14, 2022 and will expire on August 15, 2027 or earlier upon redemption or liquidation.

8. ACM is the investment manager of ACM Alamosa (Cayman) Holdco LP ("Alamosa"). ACM disclaims beneficial ownership over the securities reported herein, except to the extent of its pecuniary interest therein, if any.

	Atalaya Capital Management LP By: /s/ Drew Phillips, Authorized Signatory	08/18/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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