UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 1.01 Entry into a Material Definitive Agreement
Assignment and Assumption Agreement
On August 8, 2023, YA II PN, Ltd. (“Yorkville”) and current large shareholders (the “Holders”) of Rubicon Technologies, Inc. (the “Company”) entered into an Assignment and Assumption Agreement (the “Assignment and Assumption Agreement”) pursuant to which Yorkville assigned to the Holders all right, title and interest in and to Convertible Debenture RBT-1 (as defined below) and Convertible Debenture RBT-2 (as defined below). Pursuant to the terms of the Assignment and Assumption Agreement, Yorkville additionally agreed to (i) sell the remaining principal balance, including accrued but unpaid interest, due under Convertible Debenture RBT-1 and Convertible Debenture RBT-2 in the aggregate amount of $6,207,808 to the Holders (including a 10% premium on the face value of Convertible Debenture RBT-1 and Convertible Debenture RBT-2) and (ii) delegate to the Holders all of its obligations under Convertible Debenture RBT-1 and Convertible Debenture RBT-2.
The foregoing description of the Assignment and Assumption Agreement does not purport to be complete and is qualified in its entirety by reference to the full text thereof, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Convertible Debenture Amendment – Debenture Number RBT-1
On August 8, 2023, the Company and the Holders entered into an amendment (the “RBT-1 Amendment”) to Convertible Debenture Number RBT-1, originally issued on November 30, 2022 (the “Convertible Debenture RBT-1”) to Yorkville.
The RBT-1 Amendment amends the terms of Convertible Debenture RBT-1 to (a) extend the maturity date to December 1, 2026, (b) lower the fixed conversion price to $1.50, (c) remove restrictions on the ability of the Holders to convert any portion of Convertible Debenture RBT-1 or receive shares of the Company’s Class A common stock if it would result in the Holders beneficially owning in excess of 4.99% of the Company’s Class A common stock, and (d) remove other conversion limitations.
The foregoing description of the RBT-1 Amendment does not purport to be complete and is qualified in its entirety by reference to the full text thereof, a copy of which is filed as Exhibit 10.2 hereto and incorporated herein by reference.
Convertible Debenture Amendment – Debenture Number RBT-2
On August 8, 2023, the Company and the Holders entered into an amendment (the “RBT-2 Amendment”) to Convertible Debenture Number RBT-2, originally issued on February 3, 2023 (the “Convertible Debenture RBT-2”) to Yorkville.
The RBT-2 Amendment amends the terms of Convertible Debenture RBT-2 to (a) extend the maturity date to December 1, 2026, (b) lower the fixed conversion price to $1.50, (c) remove restrictions on the ability of the Holders to convert any portion of Convertible Debenture RBT-2 or receive shares of the Company’s Class A common stock if it would result in the Holder beneficially owning in excess of 4.99% of the Company’s Class A common stock, and (d) remove other conversion limitations.
The foregoing description of the RBT-2 Amendment does not purport to be complete and is qualified in its entirety by reference to the full text thereof, a copy of which is filed as Exhibit 10.3 hereto and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Rubicon Technologies, Inc. | |||
| By: | /s/ Philip Rodoni | ||
| Name: | Philip Rodoni | ||
| Title: | Chief Executive Officer | ||
Date: August 11, 2023
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