Filing Details

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

AMENDMENT NO.1 to SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 

Rubicon Technologies, Inc.

(Name of Issuer)

 

 

Class A Common Stock, with a par value $0.0001 per share

(Title of Class of Securities)

 

78112J109

(CUSIP Number)

 

December 31, 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 purposes of Section 18 of the Securities and Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act out shall be subject to all other provisions of the Act, (however, see the Notes).

 

 

CUSIP No. 78112J109

 

	1.	Names of Reporting Persons.
		I.R.S. Identification Nos. of above persons (entities only)
YA II PN, Ltd.
(98-0615462)
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)  x
		(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:	5,495,470*
	7.	Sole Dispositive Power:	0
	8.	Shared Dispositive Power:	5,495,470*

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person:   5,495,470*
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   ¨
	11.	Percentage of Class Represented by Amount in Row (9):        9.99%**
	12.	Type of Reporting Person (See Instructions):     OO

 

* 5,495,470 shares consisting of the direct ownership of 200,000 shares of Class A Common Stock plus the deemed ownership of 5,295,470 shares of Class A Common Stock that the reporting person has the right to acquire within 60 days of the date of the report.

 

** Calculation based on 55,009,709 outstanding shares of the issuer’s Class A Common Stock, consisting of 49,714,239 shares of Class A Common Stock outstanding as of the date of this report and an additional 5,295,470 shares of Class A Common Stock that the reporting person has the right to acquire within 60 days of the date of the report.

 

 

CUSIP No. 78112J109

 

	1.	Names of Reporting Persons.
		I.R.S. Identification Nos. of above persons (entities only)
		YA Global Investments II (U.S.), LP
		(42-1766918)
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)  x
		(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:	5,495,470*
	7.	Sole Dispositive Power:	0
	8.	Shared Dispositive Power:	5,495,470*

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person:  5,495,470*
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   ¨
	11.	Percentage of Class Represented by Amount in Row (9):         9.99%**
	12.	Type of Reporting Person (See Instructions):     OO

 

* 5,495,470 shares consisting of the direct ownership of 200,000 shares of Class A Common Stock plus the deemed ownership of 5,295,470 shares of Class A Common Stock that the reporting person has the right to acquire within 60 days of the date of the report.

 

** Calculation based on 55,009,709 outstanding shares of the issuer’s Class A Common Stock, consisting of 49,714,239 shares of Class A Common Stock outstanding as of the date of this report and an additional 5,295,470 shares of Class A Common Stock that the reporting person has the right to acquire within 60 days of the date of the report.

 

 

CUSIP No. 78112J109

 

	1.	Names of Reporting Persons.
		I.R.S. Identification Nos. of above persons (entities only)
		YA II GP, LP
		(80-0827189)
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)  x
		(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:	5,495,470*
	7.	Sole Dispositive Power:	0
	8.	Shared Dispositive Power:	5,495,470*

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person:  5,495,470*
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   ¨
	11.	Percentage of Class Represented by Amount in Row (9):         9.99%**
	12.	Type of Reporting Person (See Instructions):     OO

 

* 5,495,470 shares consisting of the direct ownership of 200,000 shares of Class A Common Stock plus the deemed ownership of 5,295,470 shares of Class A Common Stock that the reporting person has the right to acquire within 60 days of the date of the report.

 

** Calculation based on 55,009,709 outstanding shares of the issuer’s Class A Common Stock, consisting of 49,714,239 shares of Class A Common Stock outstanding as of the date of this report and an additional 5,295,470 shares of Class A Common Stock that the reporting person has the right to acquire within 60 days of the date of the report.

 

 

CUSIP No. 78112J109

 

	1.	Names of Reporting Persons.
		I.R.S. Identification Nos. of above persons (entities only)
		YAII GP II, LLC
		(81-4908890)
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)  x
		(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:	5,495,470*
	7.	Sole Dispositive Power:	0
	8.	Shared Dispositive Power:	5,495,470*

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person:   5,495,470*
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   ¨
	11.	Percentage of Class Represented by Amount in Row (9):         9.99%**
	12.	Type of Reporting Person (See Instructions):     OO

 

* 5,495,470 shares consisting of the direct ownership of 200,000 shares of Class A Common Stock plus the deemed ownership of 5,295,470 shares of Class A Common Stock that the reporting person has the right to acquire within 60 days of the date of the report.

 

** Calculation based on 55,009,709 outstanding shares of the issuer’s Class A Common Stock, consisting of 49,714,239 shares of Class A Common Stock outstanding as of the date of this report and an additional 5,295,470 shares of Class A Common Stock that the reporting person has the right to acquire within 60 days of the date of the report.

 

 

CUSIP No. 78112J109

 

	1.	Names of Reporting Persons.
		I.R.S. Identification Nos. of above persons (entities only)
		Yorkville Advisors Global, LP
		(90-0860458)
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)  x
		(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:	5,495,470*
	7.	Sole Dispositive Power:	0
	8.	Shared Dispositive Power:	5,495,470*

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person:   5,495,470*
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   ¨
	11.	Percentage of Class Represented by Amount in Row (9):         9.99%**
	12.	Type of Reporting Person (See Instructions):     OO

 

* 5,495,470 shares consisting of the direct ownership of 200,000 shares of Class A Common Stock plus the deemed ownership of 5,295,470 shares of Class A Common Stock that the reporting person has the right to acquire within 60 days of the date of the report.

 

** Calculation based on 55,009,709 outstanding shares of the issuer’s Class A Common Stock, consisting of 49,714,239 shares of Class A Common Stock outstanding as of the date of this report and an additional 5,295,470 shares of Class A Common Stock that the reporting person has the right to acquire within 60 days of the date of the report.

 

 

CUSIP No. 78112J109

 

	1.	Names of Reporting Persons.
		I.R.S. Identification Nos. of above persons (entities only)
		Yorkville Advisors Global II, LLC
		(81-4918579)
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)  x
		(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:	5,495,470*
	7.	Sole Dispositive Power:	0
	8.	Shared Dispositive Power:	5,495,470*

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person:   5,495,470*
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   ¨
	11.	Percentage of Class Represented by Amount in Row (9):         9.99%**
	12.	Type of Reporting Person (See Instructions):     OO

 

* 5,495,470 shares consisting of the direct ownership of 200,000 shares of Class A Common Stock plus the deemed ownership of 5,295,470 shares of Class A Common Stock that the reporting person has the right to acquire within 60 days of the date of the report.

 

** Calculation based on 55,009,709 outstanding shares of the issuer’s Class A Common Stock, consisting of 49,714,239 shares of Class A Common Stock outstanding as of the date of this report and an additional 5,295,470 shares of Class A Common Stock that the reporting person has the right to acquire within 60 days of the date of the report.

 

 

CUSIP No. 78112J109

 

	1.	Names of Reporting Persons.
		I.R.S. Identification Nos. of above persons (entities only)
Mark Angelo
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)  x
		(b)  ¨
	3.	SEC Use Only
	4.	Citizenship or Place of Organization:  U.S.A.

Number of Shares Beneficially Owned by Each Reporting Person With	5.	Sole Voting Power:	0
	6	Shared Voting Power:	5,495,470*
	7.	Sole Dispositive Power:	0A
	8.	Shared Dispositive Power:	5,495,470*

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person:  5,495,470*
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   ¨
	11.	Percentage of Class Represented by Amount in Row (9):         9.99%**
	12.	Type of Reporting Person (See Instructions):     OO

 

* 5,495,470 shares consisting of the direct ownership of 200,000 shares of Class A Common Stock plus the deemed ownership of 5,295,470 shares of Class A Common Stock that the reporting person has the right to acquire within 60 days of the date of the report.

 

** Calculation based on 55,009,709 outstanding shares of the issuer’s Class A Common Stock, consisting of 49,714,239 shares of Class A Common Stock outstanding as of the date of this report and an additional 5,295,470 shares of Class A Common Stock that the reporting person has the right to acquire within 60 days of the date of the report.

 

 

Item 1.

 

(a)

Name of Issuer:

Rubicon Technologies, Inc.

 

(b)

Address of Issuer’s Principal Executive Offices

100 West Main Street

Lexington, Kentucky 40507

 

Item 2.

Identity and Background.

 

(a)

Name of Person Filing:

YA II PN, Ltd.

 

(b)

Address of Principal Executive Office or, if none, Residence of Reporting Persons:

1012 Springfield Ave.

Mountainside, NJ 07092

 

(c)

Citizenship:

Cayman Islands

 

(d)

Title of Class of Securities:

Class A Common Stock, with a par value $0.0001 per share

 

(e)

CUSIP Number:

78112J109

 

Item 3.

If the statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is:

 

	(a)	¨	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
	(b)	¨	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
	(c)	¨	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
	(d)	¨	Investment company registered under section 8 of the Investment Company Act of 1940 (15 of the Act (15 U.S.C. 78o);
	(e)	¨	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
	(f)	¨	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
	(g)	¨	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
	(h)	¨	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	¨	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
	(j)	¨	A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); or
	(k)	x	Group, in accordance with 240.13d(b)(1)(ii)(K).

 

 

Item 4.

Ownership

 

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned: 5,495,470*

 

(b)

Percentage of Class: 9.99%**

 

(c)

Number of shares as to which the person has:

 

	(i)	Sole Power to vote or to direct the vote: 0
	(ii)	Shared power to vote or to direct the vote: Less than 5,495,470*
	(iii)	Sole power to dispose or to direct the disposition: 0
	(iv)	Shared power to dispose or to direct the disposition: 5,495,470*

 

* 5,495,470 shares consisting of the direct ownership of 200,000 shares of Class A Common Stock plus the deemed ownership of 5,295,470 shares of Class A Common Stock that the reporting person has the right to acquire within 60 days of the date of the report.

 

** Calculation based on 55,009,709 outstanding shares of the issuer’s Class A Common Stock, consisting of 49,714,239 shares of Class A Common Stock outstanding as of the date of this report and an additional 5,295,470 shares of Class A Common Stock that the reporting person has the right to acquire within 60 days of the date of the report.

 

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 person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.

 

Item 6.

Ownership of more than five percent on Behalf of Another Person.

 

The reporting persons directly or indirectly own an aggregate of 5,495,470* or 9.99%, of the Class A Common Stock of the Company as of the date of this filing. YA II and the other reporting persons shared the power to vote and dispose any such shares of Class A Common Stock.

 

Direct beneficial ownership of such Class A Common Stock by the reporting persons is as follows (and therefore excludes any shares of Class A Common Stock indirectly held by such person or any securities, such as warrants, which may be exercised or converted into Class A Common Stock of the Company):

 

·

YA II PN, Ltd. – 200,000

 

·

YA Global Investments II (U.S.), LP -- 0

 

·

Yorkville Advisors Global, LP – 0

 

·

Yorkville Advisors Global II, LLC – 0

 

·

YA II GP, LP – 0

 

·

YAII GP II, LLC -- 0

 

·

Mark Angelo – 0

 

 

Indirect beneficial ownership: YA II PN, Ltd. (“YA II”) entered into a Standby Equity Purchase Agreement (“SEPA”) with the issuer dated as of August 31, 2022. Under the SEPA, the issuer has the option to sell shares of its Class A Common Stock to YA II, and YA II is obligated to purchase such shares, at a price and on the terms and subject to the conditions set forth in the SEPA. Under the SEPA, the issuer is prohibited from selling shares to YA II to the extent that it would cause the aggregate number of shares of Class A Common Stock beneficially owned by YA II and its affiliates to exceed 9.99% of the shares of Class A Common Stock of the issuer. On November 30, 2022 the SEPA was amended whereby the issuer agreed that it will not file a SEPA registration statement until there is an effective registration statement covering the resale of at least 18 million shares underlying the Convertible Debentures (as defined below).

 

On November 30, 2022, YA II and the issuer entered into a securities purchase agreement (the “SPA”). Pursuant to the SPA, YA II agreed to purchase from the issuer (i) two convertible debentures (the “Convertible Debentures”) in the aggregate principal amount of up to $17 million, which are convertible into shares of Class A Common Stock, and (ii) a pre-funded common stock purchase warrant (the “Warrant”), which is exercisable into $20 million of shares of Class A Common Stock. On November 30, 2022, upon signing the SPA, YA II acquired the first Convertible Debenture in the principal amount of $7 million. Pursuant to the SPA, YA II agreed to acquire the second Convertible Debenture in the principal amount of $10 million upon the satisfaction of certain conditions, including among other things, that the initial registration statement is declared effective by the SEC. Subject to certain limitations set forth in the Convertible Debentures, at anytime on or after their respective issuance dates and so long as the Convertible Debentures remain outstanding, YA II may convert all or part of the Convertible Debentures into Class A Common Shares at a conversion price equal to the lower of (i) 110% of the lowest daily volume weighted average price of the Class A Common Stock during the three days prior to the issuance date of such Convertible Debenture or (ii) 90% of the lowest daily volume weighted average price of the Class A Common Stock during the seven consecutive trading days preceding the applicable conversion date, but in no event lower than $0.25 per share.  

 

In connection with the SPA, on November 30, 2022, YA II acquired the Warrant, pursuant to which, subject to the limitations on exercise and the conditions set forth therein, YA II may subscribe for and purchase from the issuer such number of Class A Common Shares as is equal to the product of (a) $20 million divided by (b) the Market Price. YA II may subscribe for and purchase the shares at a price of $0.0001 per share at any time on or after the earlier of (i) nine months after the November 30, 2022, or (ii) the date on which all of the Convertible Debentures to be issued pursuant to the SPA have been fully repaid or fully converted into shares (such earlier date, the “Market Price Set Date”), until the Warrant has been exercised in full. For purposes of determining the number of Class A Common Stock issuable pursuant to the Warrant, “Market Price” means 100% of the average of the daily volume weighted average price of the Class A Common Stock during the three consecutive trading days immediately following the Market Price Set Date. The total number of Class A Common Shares that may be subscribed for by YA II is subject to two adjustments as set forth in the Warrant.

 

Under the terms and conditions of the Convertible Debentures and the Warrant YA II is prohibited from acquiring shares of Class A Common Stock to the extent that it would cause the aggregate number of shares beneficially owned by YA II and its affiliates to exceed 4.99% of the shares of Class A Common Stock of the issuer, after giving effect to any such conversion or exercise.

 

In addition to the direct beneficial ownership set forth above, each reporting person is also deemed to be the indirect beneficial owner of additional shares of Class A Common Stock that YA II may acquire under the SEPA, the Convertible Debentures, and the Warrants within 60 days of the date of this filing such that each reporting person is deemed to be the indirect beneficial owner of an additional 5,295,470 shares of Class A Common Stock.

 

Below is a description of the relationship among the reporting persons:

 

YA II PN, Ltd. (“YA II”) is beneficially owned by YA Global Investments II (U.S.), LP (the “YA Feeder”). Yorkville Advisors Global, LP (the “YA Advisor”) is the investment manager to YA II. Yorkville Advisors Global II, LLC (the “YA Advisor GP”) is the general partner to the YA Advisor. YAII GP, LP (the “YA GP”) is the general partner to the YA Feeder. YAII GP II, LLC (the “Yorkville GP”) is the general partner to the YA GP. Mark Angelo makes the investment decisions on behalf of YA II. Accordingly, each of YA II, YA Feeder, the YA Advisor, the YA Advisor GP, the YA GP, the Yorkville GP and Mark Angelo may be deemed affiliates and therefore may be deemed to beneficially own the same number of Common Shares.

 

For purposes of this filing, each of the reporting persons is deemed an affiliate of each other reporting person.

 

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

 

Not Applicable

 

Item 8.

Identification and Classification of Member Group

 

See Item 6.

 

Item 9.

Notice of Dissolution of Group

 

Not Applicable

 

Item 10.

Certification

 

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 participant in any transaction having that purpose or effect.

 

Additional Information:

 

Each Reporting Person disclaims beneficial ownership of any securities beneficially owned by each other Reporting Person, and its report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of these securities for the purpose of Section 16 or for any other purpose.

 

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement in true, complete and correct.

 

Dated: January 3, 2023

  

REPORTING PERSON:
YA II PN, Ltd.
By:	/s/ Robert Munro
	Robert Munro
	Chief Compliance Officer
YA Global Investments II (U.S.), Ltd.
By:	/s/ Robert Munro
	Robert Munro
	Chief Compliance Officer
Yorkville Advisors Global, LP
By: Yorkville Advisors Global, LLC
Its: General Partner
By:	/s/ Robert Munro
	Robert Munro
	Chief Compliance Officer
Yorkville Advisors Global II, LLC
By:	/s/ Robert Munro
	Robert Munro
	Chief Compliance Officer
YA II GP, LP
By: YAII GP II, LLC
Its: General Partner
By:	/s/ Robert Munro
	Robert Munro
	Chief Compliance Officer
YAII GP II, LLC
By:	/s/ Robert Munro
	Robert Munro
	Chief Compliance Officer