As filed with the Securities and Exchange Commission on January 24, 2025
Registration No. 333-267947
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-Effective Amendment No. 3 to
Form S-8
Registration Statement No. 333-267947
UNDER
THE SECURITIES ACT OF 1933
Rubicon Technologies, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | | 88-3703651 |
(State or other jurisdiction of
incorporation or organization) | | (I.R.S. Employer
Identification No.) |
950 E Paces Ferry Rd NE
Suite 810
Atlanta, Georgia 30326
(844) 479-1507
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive office)
Michael Dulin
Chief Executive Officer
Rubicon Technologies, Inc.
950 E Paces Ferry Rd NE
Suite 810
Atlanta, Georgia 30326
(844) 479-1507
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Michael J. Blankenship
Louis B. Savage
Beniamin D. Smolij
Winston & Strawn LLP
800 Capitol Street, Suite 2400
Houston, Texas 77002
(713) 651-2678
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, check the following box. ☐
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this form is a post-effective amendment to a registration statement filed pursuant General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act. check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ☐ | Accelerated filer | ☐ | (Do not check if a smaller reporting company) |
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | Emerging growth company | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Commission acting pursuant to said Section 8(a) may determine.
EXPLANATORY NOTE
On January 22, 2025, Rubicon Technologies, Inc., a Delaware corporation (the “Registrant”), filed Post-Effective Amendment No. 2 to the Registration Statement on Form S-8 (No. 333-267947) (the “Registration Statement”), which has been previously filed on October 19, 2022 with the U.S. Securities and Exchange Commission (the “SEC”), to deregister any and all securities that remained unsold under the Registration Statement.
This Post Effective Amendment No. 3 is being filed by the Registrant solely to correct the signature page to reflect accurate signatories. No other changes have been made to the Registration Statement, which remains as previously amended by Post-Effective Amendment No. 2.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Post-Effective Amendment No. 3 to the Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Atlanta, in the state of Georgia, on the 24th day of January, 2025.
| | Rubicon Technologies, Inc. |
| | | |
| | By: | /s/ Michael Dulin |
| | | Chief Executive Officer and Director (Principal Executive Officer) |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 3 to the Registration Statement on Form S-8 has been signed by the following persons in the capacities held on the dates indicated.
| Signature | | Date | | Title |
| | | | | |
| /s/ Michael Dulin | | January 24, 2025 | | Chief Executive Officer and Director |
| Michael Dulin | | | | (Principal Executive Officer) |
| | | | | |
| /s/ Eric Bauer | | January 24, 2025 | | Chief Financial Officer |
| Eric Bauer | | | | (Principal Financial Officer) |
| | | | | |
| /s/ Grant Deans | | January 24, 2025 | | Controller |
| Grant Deans | | | | (Principal Accounting Officer) |
| | | | | |
| /s/ Jose Miguel Enrich | | January 24, 2025 | | Director |
| Jose Migel Enrich | | | | |
| | | | | |
| /s/ Osman Ahmed | | January 24, 2025 | | Director |
| Osman Ahmed | | | | |
| | | | | |
| /s/ Barry Caldwell | | January 24, 2025 | | Director |
| Barry Caldwell | | | | |
| | | | | |
| /s/ Brent Callinicos | | January 24, 2025 | | Director |
| Brent Callinicos | | | | |
| | | | | |
| /s/ Andres Chico | | January 24, 2025 | | Director |
| Andres Chico | | | | |
