Change in Certifying Accountants Form 8 K

Item 4.01 Changes in Registrant's Certifying Accountant.

(a) Resignation of Independent Registered Public Accounting Firm

Cherry Bekaert LLP ("Cherry Bekaert"), Rubicon Technologies, Inc.'s (the "Company") independent registered public accounting firm, informed the Company on September 18, 2024, that Cherry Bekaert has declined to stand for re-appointment as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024. Cherry Bekaert has served as the Company's independent registered public accounting firm and audited its financial statements since August 29, 2022.

The audit reports of Cherry Bekaert on the Company's financial statements as of and for the year ended December 31, 2022 and 2023, did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainties, audit scope or accounting principles.

During the period from August 29, 2022 (inception) through December 31, 2023 and the subsequent interim period through September 18, 2024, there were no disagreements (as described in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and Cherry Bekaert on any matter of accounting principles or practices, financial disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Cherry Bekaert, would have caused it to make reference to the subject matter of the disagreements in its reports on the Company's financial statements for such years.

During the period from August 29, 2022 (inception) through December 31, 2023 and the subsequent interim period through September 18, 2024, there were no "reportable events" (as defined in Item 304(a)(1)(v) of Regulation S-K under the Securities Exchange Act of 1934, as amended).

The Company provided Cherry Bekaert with a copy of this Current Report on Form 8-K prior to its filing with the SEC and requested that Cherry Bekaert furnish the Company with a letter addressed to the SEC stating whether or not Cherry Bekaert agrees with the above statements. The letter from Cherry Bekaert is filed with this Current Report on Form 8-K as Exhibit 16.1 hereto (which is incorporated by reference herein).

(b) Appointment of New Independent Registered Public Accounting Firm

The Audit Committee (the "Audit Committee") of the Board of Directors (the "Board") of the Company is in the process of engaging CohnReznick LLP ("CohnReznick") to serve as the Company's independent registered public accounting firm, subject to final qualifications and onboarding procedures. Once CohnReznick has been formally engaged by the Company, the Company will file a Form 8-K disclosing such appointment.