Form SC 13D/A - General statement of acquisition of beneficial ownership: [Amend]
04 August 2023 - 6:17AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13D
(Amendment
No. 1)*
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
Rubicon
Technologies, Inc.
(Name
of Issuer)
Class
A Common Stock, $0.0001 par value per share
(Title
of Class of Securities)
78112J109
(CUSIP
Number)
Jose
Miguel Enrich
781
Crandon Blvd. 902
Key
Biscayne, FL 33149
(844)
479-1507
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June
16, 2023
(Date
of Event Which Requires Filing of Statement on Schedule 13D)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☒
| * | 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 disclosures provided in a prior cover
page. |
The
information required on 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).
(1)
|
Name
of Reporting Persons:
Jose
Miguel Enrich
|
(2) |
Check
the Appropriate Box if a Member of a Group (See Instructions):
(a)
☐ (b) ☐
|
(3) |
SEC
Use Only: |
(4) |
Source
of Funds (See Instructions):
WC
|
(5) |
Check
Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
☐
|
(6) |
Citizenship
or Place of Organization:
United
Mexican States
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
(7)
|
Sole
Voting Power
0
|
(8) |
Shared
Voting Power
61,958,949
|
(9) |
Sole
Dispositive Power
0
|
(10) |
Shared
Dispositive Power
61,958,949
|
(11)
|
Aggregate
Amount Beneficially Owned by Each Reporting Person:
61,958,949
|
(12) |
Check
Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐
|
(13) |
Percent
of Class Represented by Amount in Row (11):
26.3%
(1)
|
(14) |
Type
of Reporting Person (See Instructions):
IN
|
| (1) | Based
on an aggregate of 235,510,891 shares of Common Stock (as defined below) outstanding as of July 6, 2023, as provided by the Issuer (as
defined below). |
(1)
|
Name
of Reporting Persons:
MBI
Holdings, LP
|
(2) |
Check
the Appropriate Box if a Member of a Group (See Instructions):
(a)
☐ (b) ☐
|
(3) |
SEC
Use Only: |
(4) |
Source
of Funds (See Instructions):
WC
|
(5) |
Check
Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
☐
|
(6) |
Citizenship
or Place of Organization:
Canada
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
(7)
|
Sole
Voting Power
0
|
(8) |
Shared
Voting Power
38,110,079
|
(9) |
Sole
Dispositive Power
0
|
(10) |
Shared
Dispositive Power
38,110,079
|
(11)
|
Aggregate
Amount Beneficially Owned by Each Reporting Person:
38,110,079
|
(12) |
Check
Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐
|
(13) |
Percent
of Class Represented by Amount in Row (11):
16.2%
(1)
|
(14) |
Type
of Reporting Person (See Instructions):
PN
|
| (1) | Based
on an aggregate of 235,510,891 shares of Common Stock outstanding as of July 6, 2023, as provided by the Issuer. |
(1)
|
Name
of Reporting Persons:
GFAPCH
FO, S.C.
|
(2) |
Check
the Appropriate Box if a Member of a Group (See Instructions):
(a)
☐ (b) ☐
|
(3) |
SEC
Use Only: |
(4) |
Source
of Funds (See Instructions):
WC
|
(5) |
Check
Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
☐
|
(6) |
Citizenship
or Place of Organization:
United
Mexican States
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
(7)
|
Sole
Voting Power
0
|
(8) |
Shared
Voting Power
17,084,267
|
(9) |
Sole
Dispositive Power
0
|
(10) |
Shared
Dispositive Power
17,084,267
|
(11)
|
Aggregate
Amount Beneficially Owned by Each Reporting Person:
17,084,267
|
(12) |
Check
Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐
|
(13) |
Percent
of Class Represented by Amount in Row (11):
7.3%
(1)
|
(14) |
Type
of Reporting Person (See Instructions):
CO
|
| (1) | Based
on an aggregate of 235,510,891 shares of Common Stock outstanding as of July 6, 2023, as provided by the Issuer. |
(1)
|
Name
of Reporting Persons:
DGR
Holdings LLC
|
(2) |
Check
the Appropriate Box if a Member of a Group (See Instructions):
(a)
☐ (b) ☐
|
(3) |
SEC
Use Only: |
(4) |
Source
of Funds (See Instructions):
WC
|
(5) |
Check
Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
☐
|
(6) |
Citizenship
or Place of Organization:
United
States
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
(7)
|
Sole
Voting Power
0
|
(8) |
Shared
Voting Power
2,782,496
|
(9) |
Sole
Dispositive Power
0
|
(10) |
Shared
Dispositive Power
2,782,496
|
(11)
|
Aggregate
Amount Beneficially Owned by Each Reporting Person:
2,782,496
|
(12) |
Check
Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐
|
(13) |
Percent
of Class Represented by Amount in Row (11):
1.2%
(1)
|
(14) |
Type
of Reporting Person (See Instructions):
OO
|
| (1) | Based
on an aggregate of 235,510,891 shares of Common Stock outstanding as of July 6, 2023, as provided by the Issuer. |
(1)
|
Name
of Reporting Persons:
Pequeno
Holdings LLC
|
(2) |
Check
the Appropriate Box if a Member of a Group (See Instructions):
(a)
☐ (b) ☐
|
(3) |
SEC
Use Only: |
(4) |
Source
of Funds (See Instructions):
WC
|
(5) |
Check
Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
☐
|
(6) |
Citizenship
or Place of Organization:
United
States
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
(7)
|
Sole
Voting Power
0
|
(8) |
Shared
Voting Power
2,122,073
|
(9) |
Sole
Dispositive Power
0
|
(10) |
Shared
Dispositive Power
2,122,073
|
(11)
|
Aggregate
Amount Beneficially Owned by Each Reporting Person:
2,122,073
|
(12) |
Check
Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐
|
(13) |
Percent
of Class Represented by Amount in Row (11):
0.9%
(1)
|
(14) |
Type
of Reporting Person (See Instructions):
OO
|
| (1) | Based
on an aggregate of 235,510,891 shares of Common Stock outstanding as of July 6, 2023, as provided by the Issuer. |
(1)
|
Name
of Reporting Persons:
Bolis
Holdings LLC
|
(2) |
Check
the Appropriate Box if a Member of a Group (See Instructions):
(a)
☐ (b) ☐
|
(3) |
SEC
Use Only: |
(4) |
Source
of Funds (See Instructions):
WC
|
(5) |
Check
Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
☐
|
(6) |
Citizenship
or Place of Organization:
United
States
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
(7)
|
Sole
Voting Power
0
|
(8) |
Shared
Voting Power
1,508,768
|
(9) |
Sole
Dispositive Power
0
|
(10) |
Shared
Dispositive Power
1,508,768
|
(11)
|
Aggregate
Amount Beneficially Owned by Each Reporting Person:
1,508,768
|
(12) |
Check
Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐
|
(13) |
Percent
of Class Represented by Amount in Row (11):
0.6%
(1)
|
(14) |
Type
of Reporting Person (See Instructions):
OO
|
| (1) | Based
on an aggregate of 235,510,891 shares of Common Stock outstanding as of July 6, 2023, as provided by the Issuer. |
ITEM
1. SECURITY AND ISSUER
This
Amendment No. 1 amends and supplements the Schedule 13D initially filed on June 26, 2023 (the “Original 13D”) relating to
the Class A common stock, par value $0.0001 per share (the “Common Stock”), of Rubicon Technologies, Inc., a Delaware
corporation (“RBT”, or the “Issuer”). The principal executive offices of the Issuer are located
at: 335 Madison Avenue, 4th Floor, New York, NY 10017. This Amendment No. 1 is being filed solely to correct an error in connection with
the number and percentage of the Issuer’s outstanding shares that are beneficially owned by the Reporting Persons. The Reporting
Persons have not acquired beneficial ownership of any additional shares of the Issuer since the Original 13D.
ITEM
5. INTEREST IN SECURITIES OF RUBICON TECHNOLOGIES, INC.
(a),
(b) The following disclosure assumes there are 235,510,891 shares of the Common Stock outstanding as of July 6, 2023, based on information
provided by the Issuer. Pursuant to Rule 13d-3 under the Act, the Reporting Persons may be deemed to beneficially own 61,958,949 shares
of Common Stock, which constitutes approximately 26.3% of the outstanding shares of Common Stock.
(c)
Except as set forth in this Schedule 13D, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, without
independent verification, any person named in Item 2 hereof has effected any transaction in the Common Stock during the past 60 days.
(d)
To the best knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the Reporting Persons identified
in this Item 5.
(e)
Not applicable
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this
Schedule 13D is true, complete, and correct.
Dated
as of August 2, 2023
|
Jose Miguel Enrich |
|
|
|
|
|
|
By: |
/s/
Jose Miguel Enrich |
|
|
MBI Holdings, LP |
|
|
|
|
|
By: |
/s/
Jose Miguel Enrich |
|
|
|
Jose
Miguel Enrich |
|
|
|
General
Partner |
|
|
GFAPCH FO, S.C. |
|
|
|
|
|
By: |
/s/
Jose Miguel Enrich |
|
|
|
Jose
Miguel Enrich |
|
|
|
Director |
|
|
DGR Holdings LLC |
|
|
|
|
|
By: |
/s/
Jose Miguel Enrich |
|
|
|
Jose
Miguel Enrich |
|
|
|
Director |
|
|
Pequeno Holdings LLC |
|
|
|
|
|
By: |
/s/
Jose Miguel Enrich |
|
|
|
Jose
Miguel Enrich |
|
|
|
Director |
|
|
Bolis Holdings LLC |
|
|
|
|
|
By: |
/s/
Jose Miguel Enrich |
|
|
|
Jose
Miguel Enrich |
|
|
|
Director |
|
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