| Item 1.01. |
Entry
into a Material Definitive Agreement. |
On
August 31, 2022, Rubicon Technologies, Inc. (the “Company”) entered into a Standby Equity Purchase Agreement (the “SEPA”)
with YA II PN, Ltd. (“Yorkville”). Yorkville is a fund managed by Yorkville Advisors Global, LP, headquartered in Mountainside,
New Jersey.
Upon
the satisfaction of the conditions to Yorkville’s purchase obligation set forth in the SEPA, the Company will have the right, but
not the obligation, from time to time at the Company’s discretion until the earlier of (i) the first day of the month next following
the 36-month anniversary of the date of the SEPA or (ii) the date on which the facility has been fully utilized, to require Yorkville
to purchase up to $200 million of shares of Class A common stock, par value $0.0001 per share, of the Company (“Common Stock”)
(each such sale, an “Advance”) by delivering written notice to Yorkville (each, an “Advance Notice” and the date
on which the Company is deemed to have delivered an Advance Notice, the “Advance Notice Date”). The shares of Common Stock
purchased pursuant to an Advance will be purchased at a price equal to 97% of the lowest daily VWAP of the Common Stock during the three
consecutive trading days commencing on the Advance Notice Date; provided, however, that the Company may establish a minimum acceptable
price in each Advance Notice below which the Company will not be obligated to make any sales to Yorkville. “VWAP” means,
for any trading day, the daily volume weighted average price of the Common Stock for such trading day on the New York Stock Exchange
during regular trading hours as reported by Bloomberg L.P.
The
Company shall, in its sole discretion, select the amount of the Advance that it desires to issue and sell to Yorkville in each Advance
Notice, not to exceed the greater of (i) an amount equal to the average Daily Traded Value of the Common Stock on the New York Stock
Exchange on the five trading days immediately preceding an Advance Notice, or (ii) $10.0 million (the “Maximum Advance Amount”).
For purposes of determining the Maximum Advance Amount, “Daily Traded Value” shall mean the product obtained by multiplying
the daily trading volume of the Common Stock on the New York Stock Exchange during regular trading hours as reported by Bloomberg L.P.,
by the VWAP for such trading day. There shall be no mandatory minimum of Advances under the SEPA.
The
Company may not issue or sell any shares of Common Stock to Yorkville under the SEPA which, when aggregated with all other shares of
Common Stock beneficially owned by Yorkville and its affiliates (as calculated pursuant to Section 13(d) of the Securities Exchange
Act of 1934, as amended, and Rule 13d-3 promulgated thereunder), would result in Yorkville and its affiliates beneficially owning more
than 9.99% of the outstanding shares of Common Stock (the “Beneficial Ownership Limitation”). The Beneficial Ownership Limitation
may be waived by Yorkville as to itself and its affiliates upon not less than 65 days’ prior notice to the Company, on the terms
and subject to the conditions set forth in the SEPA.
Pursuant
to the terms of the SEPA, the Company shall prepare and file with the Securities and Exchange Commission (the “SEC”) a registration
statement (the “Registration Statement”) or multiple Registration Statements registering for resale the shares of Common
Stock issuable to Yorkville under the SEPA. The Company in its sole discretion may choose when to file such Registration Statements;
provided, however, that the Company shall not have the ability to request any Advances until the effectiveness of a Registration Statement.
As
consideration for Yorkville’s commitment to purchase Common Stock at the Company’s direction upon the terms and subject to
the conditions set forth in the SEPA, the Company will issue 200,000 shares of Common Stock to Yorkville.
The
foregoing is a summary description of certain terms of the SEPA and does not purport to be complete. For a full description of all terms,
please refer to the copy of the SEPA that is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein
by reference.
This
Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there
be any sale of securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or other jurisdiction.