UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Rubicon Technologies, Inc.
(Name of Issuer)
Class A common stock, par value $0.0001 per share
(Title of Class of Securities)
78112J109
(CUSIP Number)
November 30, 2022
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
CUSIP No.78112J109
1
Names of Reporting Persons
ACM ASOF VIII Secondary-C LP
2
Check the appropriate box if a member of a Group (see instructions)
(a) [ ]
(b) [ ]
3
Sec Use Only
4
Citizenship or Place of Organization
Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0
6
Shared Voting Power
400,000
7
Sole Dispositive Power
0
8
Shared Dispositive Power
400,000
9
Aggregate Amount Beneficially Owned by Each Reporting Person
400,000
10
Check box if the aggregate amount in row (9) excludes certain shares
(See Instructions)
[]
11
Percent of class represented by amount in row (9)
0.8%
12
Type of Reporting Person (See Instructions)
PN
CUSIP No.78112J109
1
Names of Reporting Persons
Atalaya Special Purpose Investment Fund II LP
2
Check the appropriate box if a member of a Group (see instructions)
(a) [ ]
(b) [ ]
3
Sec Use Only
4
Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0
6
Shared Voting Power
36,250
7
Sole Dispositive Power
0
8
Shared Dispositive Power
36,250
9
Aggregate Amount Beneficially Owned by Each Reporting Person
36,250
10
Check box if the aggregate amount in row (9) excludes certain shares
(See Instructions)
[]
11
Percent of class represented by amount in row (9)
0.1%
12
Type of Reporting Person (See Instructions)
PN
CUSIP No.78112J109
1
Names of Reporting Persons
ACM Alameda Special Purpose Investment Fund II LP
2
Check the appropriate box if a member of a Group (see instructions)
(a) [ ]
(b) [ ]
3
Sec Use Only
4
Citizenship or Place of Organization
Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0
6
Shared Voting Power
63,750
7
Sole Dispositive Power
0
8
Shared Dispositive Power
63,750
9
Aggregate Amount Beneficially Owned by Each Reporting Person
63,750
10
Check box if the aggregate amount in row (9) excludes certain shares
(See Instructions)
[]
11
Percent of class represented by amount in row (9)
0.1%
12
Type of Reporting Person (See Instructions)
PN
CUSIP No.78112J109
1
Names of Reporting Persons
ACM Alamosa (Cayman) Holdco LP
2
Check the appropriate box if a member of a Group (see instructions)
(a) [ ]
(b) [ ]
3
Sec Use Only
4
Citizenship or Place of Organization
Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0
6
Shared Voting Power
50,000
7
Sole Dispositive Power
0
8
Shared Dispositive Power
50,000
9
Aggregate Amount Beneficially Owned by Each Reporting Person
50,000
10
Check box if the aggregate amount in row (9) excludes certain shares
(See Instructions)
[]
11
Percent of class represented by amount in row (9)
0.1%
12
Type of Reporting Person (See Instructions)
PN
CUSIP No.78112J109
1
Names of Reporting Persons
Atalaya Capital Management LP
2
Check the appropriate box if a member of a Group (see instructions)
(a) [ ]
(b) [ ]
3
Sec Use Only
4
Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0
6
Shared Voting Power
550,000
7
Sole Dispositive Power
0
8
Shared Dispositive Power
550,000
9
Aggregate Amount Beneficially Owned by Each Reporting Person
550,000
10
Check box if the aggregate amount in row (9) excludes certain shares
(See Instructions)
[]
11
Percent of class represented by amount in row (9)
1.1%
12
Type of Reporting Person (See Instructions)
IA, PN
Item 1(a). Name of Issuer:
Rubicon Technologies, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
100 W Main Street, Suite 610, Lexington, Kentucky 40507.
Item 2(a). Name of Person Filing:
This Statement is filed on behalf of the following persons
(collectively, the "Reporting Persons"):
i. ACM ASOF VIII Secondary-C LP ("ASOF");
ii. Atalaya Special Purpose Investment Fund II LP ("ASPIF II");
iii. ACM Alameda Special Purpose Investment Fund II LP ("Alameda");
iv. ACM Alamosa (Cayman) Holdco LP ("Alamosa"); and
v. Atalaya Capital Management LP ("ACM").
Item 2(b). Address of Principal Business Office or, if None, Residence:
The address of the principal business office of each of the Reporting
Persons is One Rockefeller Plaza, 32nd Floor, New York, New York 10020.
Item 2(c). Citizenship:
Each of ASOF, Alameda and Alamosa is a Cayman Islands limited
partnership. Each of ASPIF II and ACM is a Delaware limited partnership.
Item 2(d). Title and Class of Securities:
Class A common stock, par value $0.0001 per share (the "Shares").
Item 2(e). CUSIP Number:
78112J109
Item 3. If This Statement is Filed Pursuant to 240.13d-1(b) or 240.13d-2(b)
or (c), Check Whether the Person Filing is a:
This Item 3 is not applicable.
Item 4(a). Amount Beneficially Owned:
As of the date hereof, ACM may be deemed the beneficial owner of 550,000
Shares, which amount includes (i) 400,000 Shares held of record by ASOF, (ii)
36,250 Shares held of record by ASPIF II, (iii) 63,750 Shares held of record
by Alameda and (iv) 50,000 Shares underlying warrants exercisable within 60
days held of record by Alamosa.
Item 4(b). Percent of Class:
As of the date hereof, ACM may be deemed the beneficial owner of
approximately 1.1% of Shares outstanding, which amount includes (i) 0.8% of
Shares outstanding held of record by ASOF, (ii) 0.1% of Shares outstanding
held of record by ASPIF II, (iii) 0.1% of Shares outstanding held of record
by Alameda and (iv) 0.1% of Shares outstanding underlying warrants
exercisable within 60 days held of record by Alamosa. These percentages are
based on 50,204,768 Shares outstanding, which amount includes 50,154,768
Shares as reported in the Issuer's Form S-1/A filed with the Securities
and Exchange Commission on November 28, 2022 and 50,000 Shares underlying
warrants exercisable within 60 days held of record by Alamosa.
Item 4(c). Number of shares as to which such person has:
ASOF:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 400,000
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 400,000
ASPIF II:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 36,250
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 36,250
Alameda:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 63,750
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 63,750
Alamosa:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 50,000
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 50,000
ACM:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 550,000
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 550,000
The Shares are directly held by ASOF, ASPIF II, Alameda and Alamosa.
As ASOF, ASPIF II, Alameda and Alamosa's investment manager, ACM has the
power to vote and direct the disposition of all Shares held by ASOF, ASPIF II,
Alameda and Alamosa, and as a result, may be deemed to beneficially own the
securities held by each of ASOF, ASPIF II, Alameda and Alamosa. This report
shall not be deemed an admission that ACM, ASPIF II, ASOF, Alameda, Alamosa
or any other person is the beneficial owner of the securities reported herein
for purposes of Section 13 of the Act, or for any other purpose.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the
date hereof the reporting persons have ceased to be the beneficial owner of
more than 5 percent of the class of securities, check the following [X].
Item 6. Ownership of more than Five Percent on Behalf of Another Person.
This Item 6 is not applicable.
Item 7. Identification and classification of the subsidiary which acquired the
security being reported on by the parent holding company or control person.
This Item 7 is not applicable.
Item 8. Identification and classification of members of the group.
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group.
This Item 9 is not applicable.
Item 10. Certifications.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect,
other than activities solely in connection with a nomination under 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
ACM ASOF VIII Secondary-C LP
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory
Atalaya Special Purpose Investment Fund II LP
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory
ACM Alameda Special Purpose Investment Fund II LP
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory
ACM Alamosa (Cayman) Holdco LP
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory
Atalaya Capital Management LP
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory
December 5, 2022
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the
statement is signed on behalf of a person by his authorized
representative (other than an executive officer or general partner
of this filing person), evidence of the representative's authority
to sign on behalf of such person shall be filed with the statement,
provided, however, that a power of attorney for this purpose which
is already on file with the Commission may be incorporated by
reference. The name and any title of each person who signs the
statement shall be typed or printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).
EXHIBIT INDEX
Ex. No. Description
99 Joint Filing Agreement
JOINT FILING AGREEMENT
The undersigned hereby agree that this Amendment No. 1 to the
statement on Schedule 13G with respect to shares of Class A common
stock of Rubicon Technologies, Inc, and any amendments thereto (including
amendments on Schedule 13D) signed by each of the undersigned shall be,
filed on behalf of each of us pursuant to and in accordance with the
provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934,
as amended.
ACM ASOF VIII Secondary-C LP
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory
Atalaya Special Purpose Investment Fund II LP
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory
ACM Alameda Special Purpose Investment Fund II LP
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory
ACM Alamosa (Cayman) Holdco LP
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory
Atalaya Capital Management LP
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory
December 5, 2022