January 10, 2024
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Technology
100 F Street, NE
Washington, D.C. 20549-3561
| Re: | Rubicon Technologies, Inc. |
Registration Statement on Form S-3
Filed January 5, 2024
File No. 333-276401
Dear Mr. Pattan:
Rubicon Technologies, Inc., a Delaware corporation (the “Company”), respectfully requests pursuant to Rule 461 under the Securities Act of 1933, as amended, that the effective date of the Company’s Registration Statement on Form S-3, as amended (File No. 333-276401), be accelerated and that it be declared effective on January 12, 2024, at 4:00 p.m. Eastern Time, or as soon as practicable thereafter.
Please direct any questions regarding this filing to Michael J. Blankenship of Winston & Strawn LLP at (713) 651-2678.
| Very truly yours, | |||
| RUBICON TECHNOLOGIES, INC. | |||
| By: | /s/ Kevin Schubert | ||
| Name: | Kevin Schubert | ||
| Title: | Chief Financial Officer | ||
| cc: | Philip Rodoni |
| Chief Executive Officer | |
| Rubicon Technologies, Inc. |
| cc: | Michael J. Blankenship |
| Winston & Strawn LLP |