SC 13G 1 tm2224518d1_sc13g.htm SC 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

Rubicon Technologies, Inc.

(Name of Issuer)

Class A common stock, par value $0.0001 per share

(Title of Class of Securities)

G3661E106

(CUSIP Number)

August 15, 2022

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

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	NAMES OF REPORTING PERSONS Guardians of New Zealand Superannuation I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 98-0576189
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION New Zealand

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

22,912,903

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

22,912,903

SHARED DISPOSITIVE POWER

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,912,903
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 14.3%⁽¹⁾
12	TYPE OF REPORTING PERSON OO

(1)

Calculated by giving effect to (i) the 60,711,911- shares of Class A common stock of Rubicon Technologies, Inc. (the “Issuer”) outstanding as of August 15, 2022, as reported in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 19, 2022.

Item 1	(a)	Name of Issuer:

		Rubicon Technologies, Inc.

Item 1	(b)	Address of Issuer’s Principal Executive Offices:

		100 West Main Street Suit #610 Lexington, KY

Item 2	(a)	Name of Person Filing:

		Guardians of New Zealand Superannuation (the “Reporting Person”).

Item 2	(b)	Address of Principal Business Office or, If None, Residence; Citizenship:

		The registered address of the Reporting Person is:

		PO BOX 106 607
		Auckland 1143
		New Zealand

Item 2	(c)	Citizenship:

		New Zealand

Item 2	(d)	Title of Class of Securities:

		Class A common stock, par value $0.0001 per share

Item 2	(e)	CUSIP Number:

		G3661E106

Item 3.	Statement Filed Pursuant to Rule 13d-1(b) or 13d-2(b) or (c):

	Not applicable.

Item 4.

Ownership

(a)

Amount Beneficially Owned by each Reporting Person: See Row 9 of cover page.

(b)

Percent of Class Beneficially Owned by each Reporting Person: See Row 11 of cover page.

(c)

Number of shares as to which each Reporting Person has:

Sole power to vote or to direct the vote: See Row 5 of cover page.

ii.

Shared power to vote or to direct the vote: See Row 6 of cover page.

iii.

Sole power to dispose of or to direct the disposition of: See Row 7 of cover page.

iv.

Shared power to dispose or to direct the disposition of: See Row 8 of cover page.

The Class A shares reported herein are held by the Reporting Person as manager and administrator of the New Zealand Superannuation Fund being property of Her Majesty the Queen in right of New Zealand and managed by the Reporting Person.

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 5 percent of the class of securities, check the following ¨.

Item 6.	Ownership of More Than Five Percent on Behalf of Another Person

	Not applicable.

Item 7.	Identification and Classification of Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

	Not applicable.

Item 8.	Identification and Classification of Members of the Group

	Not applicable.

Item 9.	Notice of Dissolution of Group

	Not applicable.

Item 10.	Certifications

	Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: August 25, 2022

Guardians of New Zealand Superannuation

	By:	/s/ Sarah Gold
		Sarah Gold
		Authorized Signatory

SEC Form SC 13G filed by Founder SPAC