--- schema_version: "secwatch.filing_event.v1" accession: "0001829126-23-003991" form_type: "8-K" ticker: null cik: "0001862068" company_name: "Rubicon Technologies, Inc." filed_at: "2023-06-08T23:59:59+00:00" generated_at: "2026-06-14T05:18:43.116490+00:00" event_type: "debt" sentiment: "neutral" materiality_score: 0.7 calibrated_materiality_score: 0.7 confidence: "high" source: SEC EDGAR --- # Rubicon enters $75M Term Loan, $90M ABL facility; extends convertible debentures to 2026 ## Summary - $75M Term Loan (Acquiom, June 2023); matures June 2025 (can extend to 2026); interest = reference rate + 8.75% margin; lenders can convert to common stock (limited to 19.99% of shares or $10M). - $90M ABL revolving credit facility (Midcap); SOFR + 4.25% (stepdown to 3.95% if FCCR >1.10); 3-year maturity. - Subordinated term loan amendment (Mizzen): cash interest cut from 14% to 11%; adds liquidity covenant; broadens borrower group; allows PIK interest. - First & Second Closing convertible debenture amendments extend maturity to Dec 1, 2026; aggregate principal ~$17M (first) and ~$6.5M (second). - Warrants issued to Term Loan lenders: 15,699,867 shares at $0.01 exercise price, expiring June 7, 2033. ## SEC filing metadata - accession: 0001829126-23-003991 - form_type: 8-K - cik: 0001862068 - company_name: Rubicon Technologies, Inc. - filed_at: 2023-06-08T23:59:59+00:00 - event_type: debt - sentiment: neutral - materiality_score: 0.7 - calibrated_materiality_score: 0.7 - confidence: high - sec_items: 1.01, 2.03, 3.02, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1862068/000182912623003991/0001829126-23-003991-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1862068/000182912623003991/rubicontech_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001829126-23-003991 - JSON: https://secwatch.observer/filing/0001829126-23-003991.json - Plain text: https://secwatch.observer/filing/0001829126-23-003991.txt ## Key facts - Debt Financings Rubicon Technologies, Inc. amended credit facility of $20.0 million with Mizzen Capital LP. - Instrument: credit facility - Principal: $20.0 million - Counterparty: Mizzen Capital LP - Event: amendment source text: On June 7, 2023, the Borrowers and Guarantors entered into an amendment (the “ Subordinated Term Loan Amendment ”) to the $20.0 million subordinated term loan facility entered into on December 22, 2021 evidence_url: https://www.sec.gov/Archives/edgar/data/1862068/000182912623003991/0001829126-23-003991-index.htm - Debt Financings Rubicon Technologies, Inc. incurred revolving credit of $90 million with Midcap Funding IV Trust, as agent at SOFR interest rate plus an initial margin equal to 4.25% per annum, which may st maturing earlier of (i) the date that is three (3) years following the closing date and (ii) if any obligations or revolving loan commitments remain outstanding on the d. - Instrument: revolving credit - Principal: $90 million - Counterparty: Midcap Funding IV Trust, as agent - Rate: SOFR interest rate plus an initial margin equal to 4.25% per annum, which may st - Maturity: earlier of (i) the date that is three (3) years following the closing date and (ii) if any obligations or revolving loan commitments remain outstanding on the d - Event: incurrence source text: entered into a Credit, Security and Guaranty Agreement (the “ ABL Credit Agreement ”) providing for an asset-backed revolving credit facility in an aggregate revolving loan committed amount of $90 million (the “ ABL Credit Facility ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1862068/000182912623003991/0001829126-23-003991-index.htm - Debt Financings Rubicon Technologies, Inc. incurred term loan of $75 million with Acquiom Agency Services LLC, as agent at Applicable Reference Rate (as defined in the Term Loan Agreement) plus the Appli maturing June 7, 2025, provided that, subject to certain conditions, the maturity date may automatically extend to June 7, 2026. - Instrument: term loan - Principal: $75 million - Counterparty: Acquiom Agency Services LLC, as agent - Rate: Applicable Reference Rate (as defined in the Term Loan Agreement) plus the Appli - Maturity: June 7, 2025, provided that, subject to certain conditions, the maturity date may automatically extend to June 7, 2026 - Event: incurrence source text: On June 7, 2023, the Borrowers, the Guarantors, the lenders party thereto and Acquiom Agency Services LLC, as agent, entered into a Credit, Security and Guaranty Agreement (“ Term Loan Agreement ”) providing for a term loan credit facility in an aggregate term loan commitment amount of $75 million (“ Term Loan Facility ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1862068/000182912623003991/0001829126-23-003991-index.htm - Material Agreements Rubicon Technologies, Inc. entered into Term Loan Agreement with Acquiom Agency Services LLC valued at Term loan credit facility in aggregate amount of $75 million, secured by first priority liens on Ter (effective 2023-06-07). - Action: entry - Agreement: credit facility - Counterparty: Acquiom Agency Services LLC - Value: Term loan credit facility in aggregate amount of $75 million, secured by first priority liens on Ter - Effective: 2023-06-07 source text: On June 7, 2023, the Borrowers, the Guarantors, the lenders party thereto and Acquiom Agency Services LLC, as agent, entered into a Credit, Security and Guaranty Agreement (“ Term Loan Agreement ”) providing for a term loan credit facility in an aggregate term loan commitment amount of $75 million (“ Term Loan Facility ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1862068/000182912623003991/0001829126-23-003991-index.htm - Material Agreements Rubicon Technologies, Inc. entered into ABL Credit Agreement with Midcap Funding IV Trust valued at Asset-backed revolving credit facility in aggregate committed amount of $90 million, secured by firs (effective 2023-06-07). - Action: entry - Agreement: credit facility - Counterparty: Midcap Funding IV Trust - Value: Asset-backed revolving credit facility in aggregate committed amount of $90 million, secured by firs - Effective: 2023-06-07 source text: On June 7, 2023, Rubicon Technologies Holdings, LLC, a Delaware limited liability company, Rubicon Technologies International, Inc., a Delaware corporation, Rubicon Global, LLC, a Delaware limited liability company, Cleanco LLC, a New Jersey limited liability company, Charter Waste Management, Inc., a Delaware corporation, RiverRoad Waste Solutions, Inc., a New Jersey corporation, and each other person from time to time party thereto as a borrower (the “ Borrowers ”), Rubicon Technologies, Inc., a Delaware corporation, and each other person from time to time party thereto as a guarantor (collectively, the “ Guarantors ” and together with Borrowers, the “ Credit Parties ”), the lenders party thereto and Midcap Funding IV Trust, a Delaware statutory trust, as agent, entered into a Credit, Security and Guaranty Agreement (the “ ABL Credit Agreement ”) providing for an asset-backed revolving credit facility in an aggregate revolving loan committed amount of $90 million (the “ ABL Credit Fa evidence_url: https://www.sec.gov/Archives/edgar/data/1862068/000182912623003991/0001829126-23-003991-index.htm - Material Agreements Rubicon Technologies, Inc. amended Subordinated Term Loan Amendment with Mizzen Capital LP valued at Amendment to the existing $20.0 million subordinated term loan facility originally entered into on D (effective 2023-06-07). - Action: amendment - Agreement: credit facility - Counterparty: Mizzen Capital LP - Value: Amendment to the existing $20.0 million subordinated term loan facility originally entered into on D - Effective: 2023-06-07 source text: On June 7, 2023, the Borrowers and Guarantors entered into an amendment (the “ Subordinated Term Loan Amendment ”) to the $20.0 million subordinated term loan facility entered into on December 22, 2021 (as amended, restated, supplemented or otherwise modified immediately prior to giving effect to the Subordinated Term Loan Amendment, the “ Existing Subordinated Term Loan Credit Agreement ” and after giving effect to the Subordinated Term Loan Amendment, the “ Subordinated Term Loan Credit Agreement ”) with Mizzen Capital LP, a evidence_url: https://www.sec.gov/Archives/edgar/data/1862068/000182912623003991/0001829126-23-003991-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.