Item 5.07. Submission of Matters to a Vote of Security Holders

On June 8, 2023, Rubicon Technologies, Inc., a Delaware corporation (the "Company") held its annual meeting of stockholders (the "Annual Meeting"). Set forth below are the matters on which the Company's stockholders voted, along with final voting results, as reported by the Company's independent inspector of election.

1. Director Proposal. All three nominees for Class I director were elected, each


    to serve a three-year term expiring at the Company's 2026 annual meeting or
    until such director's earlier death, resignation, disqualification or removal.
    The voting results are set forth below:



Name                  For          Against       Withhold        Non-Votes
Barry Caldwell      99,212,856            0       5,597,394       17,859,847
Paula Henderson     98,676,163            0       6,134,087       17,859,847
Philip Rodoni       99,268,327            0       5,541,923       17,859,847

2. Auditor Proposal. The appointment of Cherry Bekaert LLP as the Company's


    independent registered public accounting firm for the fiscal year ending
    December 31, 2023 was ratified. The voting results are set forth below:



    For       Against    Abstain    Non-Votes
118,547,998   739,276   3,382,823       0

3. SEPA Proposal. The SEPA Proposal was approved, providing for (i) the issuance


    of up to $200.0 million in shares of the Company's Class A common stock (the
    "Common Stock") to YA II PN, Ltd. (the "Yorkville Investor") pursuant to the
    Standby Equity Purchase Agreement, dated as of August 31, 2022, entered into
    by and between the Company and the Yorkville Investor, and (ii) the issuance
    of up to 200,000 shares of Common Stock to the Yorkville Investor as an
    initial commitment fee. The voting results are set forth below:




   For        Against     Abstain    Non-Votes
98,903,347   2,943,975   2,962,928   17,859,847

4. Reverse Stock Split Proposal. The Reverse Stock Split proposal was approved,


    granting the Company's board of directors discretionary authority to (i) amend
    the Company's certificate of incorporation to effect a reverse stock split of
    the outstanding shares of Common Stock, and (ii) effect the Reverse Stock
    Split, if at all, within one year of the date the proposal is approved by
    stockholders. The voting results are set forth below:



    For        Against    Abstain   Non-Votes
120,840,508   1,775,866   53,723        0




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