Washington, D.C. 20549
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
*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: |
5,473,272*
|
7. |
Sole Dispositive Power: |
0
|
|
8. |
Shared Dispositive Power: |
5,473,272*
|
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person: 5,473,272* |
|
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 |
|
* 5,473,272 shares consisting of the direct ownership
of 200,000 shares of Class A Common Stock plus the deemed ownership of 5,273,272 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 54,787,511 outstanding
shares of the issuer’s Class A Common Stock, consisting of 49,514,239 shares of Class A Common Stock outstanding as of the date
of this report and an additional 5,273,272 shares of Class A Common Stock that the reporting person has the right to acquire within 60
days of the date of the report.
|
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: |
5,473,272*
|
7. |
Sole Dispositive Power: |
0
|
|
8. |
Shared Dispositive Power: |
5,473,272*
|
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person: 5,473,272* |
|
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 |
|
* 5,473,272 shares consisting of the direct ownership
of 200,000 shares of Class A Common Stock plus the deemed ownership of 5,273,272 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 54,787,511 outstanding
shares of the issuer’s Class A Common Stock, consisting of 49,514,239 shares of Class A Common Stock outstanding as of the
date of this report and an additional 5,273,272 shares of Class A Common Stock that the reporting person has the right to acquire
within 60 days of the date of the report.
|
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: |
5,473,272*
|
7. |
Sole Dispositive Power: |
0
|
|
8. |
Shared Dispositive Power: |
5,473,272*
|
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person: 5,473,272* |
|
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 |
|
* 5,473,272 shares consisting of the direct ownership
of 200,000 shares of Class A Common Stock plus the deemed ownership of 5,273,272 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 54,787,511 outstanding
shares of the issuer’s Class A Common Stock, consisting of 49,514,239 shares of Class A Common Stock outstanding as of the
date of this report and an additional 5,273,272 shares of Class A Common Stock that the reporting person has the right to acquire
within 60 days of the date of the report.
|
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: |
5,473,272*
|
7. |
Sole Dispositive Power: |
0
|
|
8. |
Shared Dispositive Power: |
5,473,272*
|
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person: 5,473,272* |
|
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 |
|
* 5,473,272 shares consisting of the direct ownership
of 200,000 shares of Class A Common Stock plus the deemed ownership of 5,273,272 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 54,787,511 outstanding
shares of the issuer’s Class A Common Stock, consisting of 49,514,239 shares of Class A Common Stock outstanding as of the
date of this report and an additional 5,273,272 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: |
5,473,272*
|
7. |
Sole Dispositive Power: |
0
|
|
8. |
Shared Dispositive Power: |
5,473,272*
|
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person: 5,473,272* |
|
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 |
|
* 5,473,272 shares consisting of the direct ownership
of 200,000 shares of Class A Common Stock plus the deemed ownership of 5,273,272 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 54,787,511 outstanding
shares of the issuer’s Class A Common Stock, consisting of 49,514,239 shares of Class A Common Stock outstanding as of the
date of this report and an additional 5,273,272 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: |
5,473,272*
|
7. |
Sole Dispositive Power: |
0
|
|
8. |
Shared Dispositive Power: |
5,473,272*
|
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person: 5,473,272* |
|
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 |
|
* 5,473,272 shares consisting of the direct ownership
of 200,000 shares of Class A Common Stock plus the deemed ownership of 5,273,272 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 54,787,511 outstanding
shares of the issuer’s Class A Common Stock, consisting of 49,514,239 shares of Class A Common Stock outstanding as of the
date of this report and an additional 5,273,272 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: |
5,473,272*
|
7. |
Sole Dispositive Power: |
0A
|
|
8. |
Shared Dispositive Power: |
5,473,272*
|
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person: 5,473,272* |
|
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 |
|
* 5,473,272 shares consisting of the direct ownership
of 200,000 shares of Class A Common Stock plus the deemed ownership of 5,273,272 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 54,787,511 outstanding
shares of the issuer’s Class A Common Stock, consisting of 49,514,239 shares of Class A Common Stock outstanding as of the
date of this report and an additional 5,273,272 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.
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
Cayman Islands
|
(d) |
Title of Class of Securities: |
Class A Common Stock, with a par value $0.0001 per share
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). |
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: 5,473,272* |
| (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 5,473,272* |
| | |
| (iii) | Sole power to dispose or to direct the disposition: 0 |
| | |
| (iv) | Shared power to dispose or to direct the disposition: 5,473,272* |
* 5,473,272 shares consisting of the direct ownership
of 200,000 shares of Class A Common Stock plus the deemed ownership of 5,273,272 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 54,787,511 outstanding
shares of the issuer’s Class A Common Stock, consisting of 49,514,239 shares of Class A Common Stock outstanding as of the
date of this report and an additional 5,273,272 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 5,473,272* 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 ACommon 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 |
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. 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 the issuer has the right to sell to the reporting persons under a SEPA 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 5,273,272
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
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:
August 31, 2022 |
|
|
|
|
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 |
|