10-K/A
 10-K/A

 UNITED
 STATES

 SECURITIES
 AND EXCHANGE COMMISSION

 Washington,
 D.C. 20549

 FORM
 10-K/A

 (Amendment
 No. 1)

 (Mark
 One)

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
 the fiscal year ended December 31, 2023

 OR

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 FOR
THE TRANSITION PERIOD FROM TO

 Commission
 File Number 001-40910

 Technologies, Inc.

 (Exact
 name of Registrant as specified in its Charter)

 Delaware

 88-3703651

 (State
 or other jurisdiction of

 incorporation
 or organization)

 (I.R.S.
 Employer

 Identification
 No.)

 E Paces Ferry Rd NE Suite 810

 Atlanta,
 GA

 30326

 (Address
 of principal executive offices)

 (Zip
 Code)

 Registrant ' s
 telephone number, including area code: (844) 479-1507

 Securities
 registered pursuant to Section 12(b) of the Act:

 Title
 of each class

 Trading
 Symbol(s)

 Name
 of each exchange on which registered

 Class
 A common stock, par value $0.0001 per share

 RBT

 New
 York Stock Exchange

 Securities
 registered pursuant to Section 12(g) of the Act: None

 by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

 by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes No

 by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
 Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports),
 and (2) has been subject to such filing requirements for the past 90 days. Yes No

 by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant
 to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that
 the Registrant was required to submit such files). Yes No

 by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting
 company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer,"
 "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 reporting company

 Emerging
 growth company

 If
 an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
 complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
 of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the
 registered public accounting firm that prepared or issued its audit report.

 If
 securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of
 the registrant included in the filing reflect the correction of an error to previously issued financial statements.

 by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
 received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

 by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 The
 aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant as of June 30,
 2023, the last business day of the Registrant's most recently completed second fiscal quarter, was approximately $63,861,156,
 based on the closing price on that day of $2.96.

 As
 of March 28, 2024, 52,406,059 shares of Class A Common Stock, par value $0.0001 per share, and, 1,051,627 shares of Class
 V Common Stock, par value $0.0001 per share, were issued and outstanding.

 DOCUMENTS
 INCORPORATED BY REFERENCE

 Portions
 of the registrant's Proxy Statement for the 2024 Annual Meeting of Stockholders are incorporated herein by reference in Part
 III of this Annual Report on Form 10-K to the extent stated herein. Such proxy statement will be filed with the Securities and
 Exchange Commission within 120 days of the registrant's fiscal year ended December 31, 2023.

 Explanatory
Note

 Technologies, Inc. (which may be referred to as "Rubicon," the "Company," "we," "us"
 or "our") is filing this Amendment No. 1 to Annual Report on Form 10-K/A (this "Amended Form 10-K") to
 amend our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as originally filed with the U.S. Securities
 and Exchange Commission (the "SEC") on March 28, 2024 (the "Original Form 10-K"), to include Exhibit
 97.1, which was omitted from Original Form 10-K.

 No
 other changes have been made to the Original Form 10-K. This Amended Form 10-K does not amend or otherwise update any other information
 in the Original Form 10-K. Accordingly, this Amended Form 10-K should be read in conjunction with the Original Form 10-K and with
 our subsequent filings with the SEC. All capitalized terms used but not defined herein shall have the meanings ascribed to them
 in the Original Form 10-K.

 Item
 15. Exhibits, Financial Statement Schedules.

 1.
 Financial Statements

 As
 part of this Annual Report on Form 10-K, the consolidated financial statements are listed in the accompanying Index to Financial
 Statements on page F-1.

 2.
 Financial Statement Schedules

 All
 schedules are omitted because they are not applicable, or the required information is shown in the Financial Statements or notes
 thereto.

 3.
 Exhibit Index

 The
 following is a list of exhibits filed as part of this Annual Report on Form 10-K or are incorporated herein by reference:

 Form

 File

 Date

 2.1#

 Merger
 Agreement, dated as of December 15, 2021, by and among Founder, Merger Sub, the Blocker Companies,
 the Blocker Merger Subs and Rubicon.

 Form

 2.1

 17, 2021

 3.1

 Second
 Amended and Restated Memorandum and Articles of Association of Founder.

 Form

 3.1

 20, 2021

 3.2

 Certificate
 of Incorporation of Rubicon Technologies, Inc.

 Form

 3.2

 3.3

 Bylaws
 of Rubicon Technologies, Inc.

 Form

 3.3

 3.4

 Certificate
 of Amendment, dated September 26, 2023

 Form

 3.1

 27, 2023

 4.1

 Specimen
 Warrant Certificate of Founder.

 Form
 S-1/A

 333-258158

 4.3

 12, 2021

 4.2

 Warrant
 Agreement, dated October 14, 2021, by and between Founder and Continental Stock Transfer & Trust
 Company, as warrant agent.

 Form

 4.1

 20, 2021

 4.3

 of Warrant Agreement, dated August 15, 2022, by and between Rubicon Technologies, Inc. and Continental
 Stock Transfer & Trust Company, as warrant agent.

 Form

 4.5

 4.4

 Form
 of Warrant Agreement by and between Rubicon Technologies, Inc. and each holder thereto.

 Form

 4.1

 June

 4.5

 Common
 Stock Purchase Warrant, dated September 15, 2023, issued by Rubicon Technologies, Inc. to MBI Holdings LP or their assigns.

 Form

 4.1

 4.6

 Specimen
 Class A Common Stock Certificate of Rubicon Technologies, Inc.

 Form
 S-4/A

 4.5

 June
 24, 2022

 4.7

 of Rubicon Technologies, Inc.'s Securities

 Form

 4.5

 March

 10.1

 Letter
 Agreement, dated October 14, 2021, by and among Founder, its executive officers, its directors
 and Sponsor.

 Form

 10.1

 20, 2021

 10.2^

 Indemnity
 Agreements, dated October 14, 2021, by and among Founder and its directors and officers.

 Form
 S-1/A

 333-258158

 10.4

 12, 2021

 10.3^

 Form
 of Indemnification Agreement of Rubicon Technologies, Inc.

 Form

 10.3

 10.4^

 Technologies, Inc. 2022 Equity Incentive Plan.

 Form

 10.4

 10.5#

 Amended
 and Restated Registration Rights Agreement, dated as of August 15, 2022, by and among Founder, Sponsor,
 Rubicon, and certain equityholders of Rubicon.

 Form

 10.5

 10.6

 Form
 of Lock-Up Agreement, by and among Founder, Rubicon and certain equityholders of Rubicon.

 Form

 10.4

 December 17,
 2021

 10.7

 Form
 of Subscription Agreement by and among Founder and the subscriber parties thereto.

 Form

 10.3

 17, 2021

 10.8

 Sponsor
 Agreement by and among Founder, Rubicon, Sponsor, and certain insiders of Founder.

 Form

 10.1

 17, 2021

 Form

 File

 Date

 10.9#

 Eighth
 Amended and Restated Limited Liability Company Agreement of Rubicon Technologies Holdings, LLC.

 Form

 10.9

 10.10#

 Tax
 Receivable Agreement, dated August 15, 2022, by and among New Rubicon, Rubicon, the TRA Representative,
 and certain former equityholders of Rubicon.

 Form

 10.10

 10.11^

 Amended
 and Restated Employment Agreement, by and between Nate Morris and Rubicon Global Holdings, LLC, effective
 as of February 9, 2021, as amended on April 26, 2022 and August 10, 2022.

 Form

 10.11

 10.12^

 Employment
 Agreement, by and between Phil Rodoni and Rubicon Global Holdings, LLC, dated as of November 17,
 2016, as amended on April 20, 2019, April 16, 2020, August 4, 2020, January 3,
 2021, February 3, 2021, and November 30, 2021.

 Form
 S-4/A

 10.19

 May
 12, 2022

 10.13^

 Employment
 Agreement, by and between Michael Heller and Rubicon Global Holdings, LLC, dated as of November 17,
 2016, as amended on July 11, 2018, January 5, 2019, April 16, 2020, September 17,
 2020, January 3, 2021, and February 3, 2021.

 Form
 S-4/A

 10.20

 June
 10, 2022

 10.14

 Equity Investment Agreement, dated May 25, 2022, by and among Rubicon, Founder, Sponsor, MBI Holdings
 LP, David Manuel Guti rrez Muguerza, Raul Manuel Guti rrez Muguerza, and Sergio Manuel
 Guti rrez Muguerza.

 Form
 S-4/A

 10.21

 June
 24, 2022

 10.15

 Form
 of Insider Loan, dated July 19, 2022, by and between Rubicon and each of those certain members, affiliates,
 directors and officers of Rubicon.

 Form

 10.15

 10.16

 Sponsor
 Forfeiture Agreement, dated August 15, 2022, by and among Founder, Sponsor and Rubicon.

 Form

 10.16

 10.17

 Underwriting
 Agreement, dated October 14, 2021, by and between Founder and Jefferies LLC, as representative of
 the underwriters.

 Form

 1.1

 19, 2021

 10.18

 Forward
 Purchase Agreement, dated August 4, 2022, by and among ACM ARRT F LLC, Founder, and Rubicon.

 Form

 10.1

 5, 2022

 10.19#

 Loan
 and Security Agreement, dated December 21, 2021, by and among Rubicon Global, LLC, RiverRoad Waste
 Solutions, Inc., Rubicon, Cleanco LLC, Charter Waste Management, Inc., Rubicon Technologies International,
 Inc., the lenders thereto, and Mizzen Capital, LP.

 Form

 10.20

 10.20^

 CEO
 Transition Agreement, dated October 13, 2022

 Form

 10.1

 14, 2022

 10.21^

 Form
 of Grant Notice for Restricted Stock Unit Award and Standard Terms and Conditions for Restricted
 Stock Units (Rollover Form) under the Rubicon Technologies, Inc. 2022 Equity Incentive Plan.

 Form
 S-8

 333-267947

 99.2

 10.22^

 Amended
 and Restated Employment Agreement by and between Rubicon Technologies Holdings, LLC, Rubicon Technologies,
 Inc., and Kevin Schubert, dated November 8, 2022.

 Form

 10.1

 November
 9, 2022

 Form

 File

 Date

 10.23#

 First
 Amendment to Loan and Security Agreement, dated as of November 18, 2022, by and among Rubicon
 Global, LLC, Riverroad Waste Solutions, Inc., Rubicon Technologies Holdings, LLC, Cleanco
 LLC, Charter Waste Management, Inc., the lenders party thereto, and Mizzen Capital, LP.

 Form

 10.3

 November
 25, 2022

 10.24

 Letter
 Agreement re: Termination of Forward Purchase Agreement, dated as of November 30, 2022, by and
 among Rubicon Technologies, Inc., Rubicon Technologies Holdings, LLC, and ACM ARRT F LLC.

 Form

 10.2

 10.25

 Termination
 and Release Agreement, dated as of November 30, 2022, by and among Rubicon Technologies, Inc., Rubicon
 Technologies Holdings, LLC, and Vellar Opportunity Fund SPV LLC - Series 2.

 Form

 10.3

 10.26

 Convertible
 Debenture, dated as of November 30, 2022, by and between Rubicon Technologies, Inc. and YA II
 PN Ltd.

 Form

 10.4

 10.27

 Securities
 Purchase Agreement, dated as of November 30, 2022, by and between Rubicon Technologies, Inc. and
 YA II PN, Ltd.

 Form

 10.5

 10.28

 Registration
 Rights Agreement, dated as of November 30, 2022, by and between Rubicon Technologies, Inc. and YA
 II PN, Ltd.

 Form

 10.6

 10.29

 Pre-Funded
 Common Stock Purchase Warrant, dated as of November 30, 2022, issued by Rubicon Technologies,
 Inc. to YA II PN Ltd.

 Form

 10.7

 10.30

 Letter
 Agreement to Amend Standby Equity Purchase Agreement, dated as of November 30, 2022, by and
 between Rubicon Technologies, Inc. and YA II PN, Ltd.

 Form

 10.8

 10.31

 Form
 of Securities Purchase Agreement, dated as of December 16, 2022, by and between Rubicon Technologies,
 Inc. and the various investors thereto.

 Form

 10.1

 22, 2022

 10.32

 Form
 of Convertible Debenture, dated as of December 16, 2022, by and between Rubicon Technologies, Inc.
 and the various investors thereto.

 Form

 10.2

 22, 2022

 10.33

 Form
 of Registration Rights Agreement, dated as of December 16, 2022, by and between Rubicon Technologies,
 Inc. and the various investors thereto.

 Form

 10.3

 22, 2022

 10.34

 Form
 of Lockup Agreement, dated as of December 16, 2022, by and between Rubicon Technologies, Inc. and
 the various investors thereto.

 Form

 10.4

 22, 2022

 10.35

 Employment
 Agreement, by and between Renaud de Viel Castel and Rubicon Global, LLC, dated as of December 14,
 2017, as amended on April, 10, 2019, April 6, 2020, February 8, 2021 and December 1,
 2021.

 Form
 S-1/A

 333-267010

 10.42

 January
 26, 2023

 10.36

 Form
 of Securities Purchase Agreement, dated as of February 1, 2023, by and between Rubicon Technologies,
 Inc. and the various investors thereto.

 Form

 10.1

 10.37

 Form
 of Convertible Debenture, dated as of February 1, 2023, by and between Rubicon Technologies, Inc.
 and the various investors thereto.

 Form

 10.2

 Form

 File

 Date

 10.38

 Form
 of Registration Rights Agreement, dated as of February 1, 2023, by and between Rubicon Technologies,
 Inc. and the various investors thereto.

 Form

 10.3

 10.39

 Form
 of Lockup Agreement, dated as of February 1, 2023, by and between Rubicon Technologies, Inc. and
 the various investors thereto.

 Form

 10.4

 10.40

 Form
 of Securities Purchase Agreement, dated as of February 1, 2023, by and between Rubicon Technologies,
 Inc. and Guardians of New Zealand Superannuation.

 Form

 10.5

 10.41

 Form
 of Convertible Debenture, dated as of February 1, 2023, by and between Rubicon Technologies, Inc.
 and Guardians of New Zealand Superannuation.

 Form

 10.6

 10.42

 Form
 of Registration Rights Agreement, dated as of February 1, 2023, by and between Rubicon Technologies,
 Inc. and Guardians of New Zealand Superannuation.

 Form

 10.7

 10.43

 Form
 of Lockup Agreement, dated as of February 1, 2023, by and between Rubicon Technologies, Inc. and
 Guardians of New Zealand Superannuation.

 Form

 10.8

 10.44

 Unsecured
 Promissory Note, dated as of February 2, 2023, by and between Rubicon Technologies, Inc. and CHPAF
 Holdings SAPI de CV.

 Form
 S-1

 333-269646

 10.53

 10.45

 Second
 Amendment to Loan and Security Agreement, dated as of March 22, 2023, by and among Rubicon Global,
 LLC, Riverroad Waste Solutions, Inc., Rubicon Technologies Holdings, LLC, Cleanco LLC, Charter Waste
 Management, Inc., Rubicon Technologies International, Inc., the lenders party thereto, and Mizzen
 Capital, LP.

 Form

 10.54

 March

 10.46

 Executive
 Employment Agreement, dated as of March 20, 2023, by and between Kevin Schubert and Rubicon Technologies,
 LLC.

 Form

 10.56

 March

 10.47

 Executive
 Employment Agreement, dated as of March 20, 2023, by and between Philip Rodoni and Rubicon Technologies,
 LLC.

 Form

 10.57

 March

 10.48

 Financing
 Commitment Letter Agreement, dated as of March 20, 2023, by and between, Rubicon Technologies, Inc.
 and Rodina Capital.

 Form

 10.58

 March

 10.49

 Form
 of Subscription Agreement, dated as of March 16, 2023, by and between Rubicon Technologies, Inc. and Jose Miguel Enrich, Felipe Chico
 Hernandez, and Andres Chico Hernandez.

 Form
 S-1

 333-269646

 10.54

 May
 2, 2023

 10.50

 Share
 Issuance Agreement, dated as of March 29, 2023, by and between Rubicon Technologies, Inc. and Palantir Technologies Inc.

 Form
 S-1

 333-269646

 10.55

 May
 2, 2023

 10.51

 Form
 of May 2023 Equity Subscription Agreement.

 Form

 10.1

 May

 10.52

 Third
 Amendment to Subordinated Term Loan Agreement, dated as of May 19, 2023, by and among the Borrower, Guarantors, and Mizzen Capital
 LP.

 Form

 10.3

 May

 10.53

 The
 Loan Conversion Agreement, dated as of May 19, 2023, by and between the Company and CHPAF Holdings SAPI de CV.

 Form

 10.4

 May

 Form

 File

 Date

 10.54

 Financing
 Commitment, dated as of May 20, 2023, by and between the Company and Rodina Capital.

 Form

 10.5

 May

 10.55

 to the Grant Notice and Standard Terms and Conditions of Restricted Stock Unit Award, dated as of May 21, 2023, of Philip Rodoni.

 Form

 10.6

 May

 10.56

 to CEO Transition Agreement, dated as of May 21, 2023, of Nathaniel Morris.

 Form

 10.7

 May

 10.57

 Credit,
 Security and Guaranty Agreement, dated as of June 7, by and among the Borrowers, Guarantors and Acquiom Agency Services LLC.

 Form

 10.1

 June

 10.58

 Credit,
 Security and Guaranty Agreement, dated as of June 7, by and among the Borrowers, Guarantors, and Midcap Funding IV, Trust.

 Form

 10.2

 June

 10.59

 Fourth
 Amendment to Subordinated Term Loan Agreement, dated as of June 7, 2023, by and among the Borrower, Guarantors, and Mizzen Capital
 LP.

 Form

 10.3

 June

 10.60

 Form
 of Amendment to Convertible Debenture (First Closing).

 Form

 10.4

 June

 10.61

 Form
 of Amendment to Convertible Debenture (Second Closing).

 Form

 10.5

 June

 10.62

 Convertible
 Debenture Assignment and Assumption Agreement, dated as of August 8, 2023, by and between YA II PN, Ltd. and the holder signatories
 thereto.

 Form

 10.1

 11, 2023

 10.63

 to Convertible Debenture No.1, dated as of August 8, 2023, by and between Rubicon Technologies, Inc. and the holder signatories thereto.

 Form

 10.2

 11, 2023

 10.64

 to Convertible Debenture No.2, dated as of August 8, 2023, by and between Rubicon Technologies, Inc. and the holder signatories thereto.

 Form

 10.3

 11, 2023

 10.65

 Securities
 Purchase Agreement, dated September 15, 2023, by and between Rubicon Technologies, Inc. and MBI Holdings LP.

 Form

 10.1

 10.66

 Form
 of Amendment to Convertible Debenture.

 Form

 10.2

 10.67

 Limited
 Waiver and Amendment No. 1 to Credit, Security and Guaranty Agreement, dated September 17, 2023, by and among the Company, as guarantor,
 Acquiom Agency Services LLC, as agent, and the borrowers and the lenders party thereto.

 Form

 10.3

 10.68

 Limited
 Waiver and Amendment No. 1 to the Credit, Security and Guaranty Agreement, dated September 17, 2023, by and among the Company, as
 guarantor, Midcap Funding IV Trust, as agent, and the borrowers and the lenders party thereto.

 Form

 10.4

 10.69

 Limited
 Waiver and Fifth Amendment to Loan and Security Agreement, dated September 17, 2023, by and among the Company, as guarantor, Mizzen
 Capital, LP, as agent, and the borrowers and the lenders party thereto.

 Form

 10.5

 10.70

 No. 2 To Credit, Security and Guaranty Agreement, dated December 5, 2023, by and between Rubicon Technologies, Inc. and MidCap Funding
 IV Trust.

 Form

 10.1

 11, 2023

 Form

 File

 Date

 10.71

 No. 3 To Credit, Security and Guaranty Agreement, dated January 24, 2024, by and between Rubicon Technologies, Inc. and MidCap Funding
 IV Trust.

 Form

 10.1

 January
 30, 2024

 10.72

 The
 Sponsor Guaranty Agreement, dated January 24, 2024, by and between Rodina Capital and MidCap Funding IV Trust.

 Form

 10.2

 January
 30, 2024

 10.73

 The
 Sponsor Capital Contribution Agreement dated January 24, 2024, by and between Rubicon Technologies, Inc., Rubicon Technologies Holdings,
 LLC, Rubicon Technologies International, Inc., Rubicon Global, LLC, CleanCo LLC, Charter Waste Management, Inc., RiverRoad Waste
 Solutions, Inc., and Rodina Capital.

 Form

 10.3

 January
 30, 2024

 14.1

 Code
 of Business Conduct and Ethics of Rubicon Technologies, Inc.

 Form

 14.1

 21.1

 List
 of Subsidiaries of Rubicon.

 Form
 S-4/A

 24.1

 May
 12, 2022

 24.1***

 Power of Attorney (included in the signature page hereof).

 31.1***

 Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 31.2***

 Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 32.1***

 Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 32.2***

 Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 97.1*

 Rubicon Technologies, Inc. Clawback Policy.

 *

 Filed
 herewith.

 **

 Furnished
 herewith.

 ***

 Previously
 filed or furnished.

 #

 Schedule
 and exhibits to this Exhibit omitted pursuant to Regulation S-K Item 601(b)(2). A copy of
 any omitted schedule and/or exhibit will be furnished to the Commission upon request.

 ^

 Indicates
 management contract or compensatory plan or arrangement.

 SIGNATURES

 Pursuant
 to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has caused this Report to
 be signed on its behalf by the undersigned, thereunto duly authorized.

 Technologies, Inc.

 Dated: April 10,
 2024

 By:

 /s/
 Philip Rodoni

 Philip Rodoni

 Chief Executive
 Officer