Cover
Cover | 5 Months Ended |
Sep. 30, 2021 | |
Cover [Abstract] | |
Document Type | S-4 |
Amendment Flag | false |
Document Fiscal Period Focus | Q3 |
Document Fiscal Year Focus | 2021 |
Entity Registrant Name | FOUNDER SPAC |
Entity Central Index Key | 0001862068 |
Entity Incorporation, State or Country Code | E9 |
Entity Address, Address Line One | 11752 Lake Potomac Drive |
Entity Address, Address Line Two | Potomac |
Entity Address, City or Town | MD |
Entity Address, Postal Zip Code | 20854 |
City Area Code | 240 |
Local Phone Number | 418-2649 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
CONDENSED BALANCE SHEET (unaudi
CONDENSED BALANCE SHEET (unaudited) - USD ($) | Sep. 30, 2021 | Jun. 30, 2021 | Apr. 30, 2021 | Apr. 25, 2021 | |
ASSETS | |||||
Deferred offering costs | $ 388,074 | $ 316,993 | $ 70,000 | ||
Total assets | 388,074 | 316,993 | 70,000 | ||
Current Liabilities | |||||
Accrued offering costs | 53,529 | 53,529 | 53,529 | ||
Due to Sponsor | 318,074 | 246,993 | |||
Total current liabilities | 371,603 | 300,522 | 53,529 | ||
Commitments | |||||
Class A ordinary shares, $0.0001 par value; 479,000,000 shares authorized; none issued and outstanding | |||||
Shareholder’s Equity | |||||
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |||||
Common Stock, Value, Issued | 791 | [1] | 791 | 791 | |
Additional paid in capital | 24,209 | 24,209 | 24,209 | ||
Accumulated deficit | (8,529) | (8,529) | (8,529) | ||
Total shareholder’s equity | 16,471 | 16,471 | 16,471 | ||
Total liabilities and shareholder’s equity | $ 388,074 | $ 316,993 | $ 70,000 | ||
[1] | Included an aggregate of up to 1,031,250 Class B ordinary shares that were subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. The over-allotment option was exercised in full on October 19, 2021; thus, these shares are no longer subject to forfeiture (see Note 5 and Note 8). |
CONDENSED BALANCE SHEET (unau_2
CONDENSED BALANCE SHEET (unaudited) (Parenthetical) - $ / shares | Sep. 30, 2021 | Jun. 30, 2021 | Apr. 30, 2021 |
Preferred Stock, Par Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred Stock, Shares Outstanding | 0 | 0 | 0 |
Preferred Stock, Shares issued | 0 | 0 | 0 |
Common Class A [Member] | |||
Ordinary shares, Par Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Ordinary shares, Shares Authorized | 479,000,000 | 479,000,000 | 479,000,000 |
Ordinary shares, Shares, Issued | 0 | 0 | 0 |
Ordinary shares, Outstanding | 0 | 0 | 0 |
Common Class B [Member] | |||
Ordinary shares, Par Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Ordinary shares, Shares Authorized | 20,000,000 | 20,000,000 | 20,000,000 |
Ordinary shares, Shares, Issued | 7,906,250 | 7,906,250 | 7,906,250 |
Ordinary shares, Outstanding | 7,906,250 | 7,906,250 | 7,906,250 |
CONDENSED STATEMENT OF OPERATIO
CONDENSED STATEMENT OF OPERATIONS (unaudited) - USD ($) | Apr. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | ||||
Income Statement [Abstract] | ||||||||
Formation costs and other operating expenses | $ 8,529 | $ 8,529 | $ 8,529 | |||||
Net loss | $ (8,529) | $ (8,529) | $ (8,529) | |||||
Weighted Average Number of Shares Outstanding, Basic and Diluted | 6,875,000 | [1] | 6,875,000 | [1] | 6,875,000 | [2] | 6,875,000 | [2] |
Basic and diluted net loss per ordinary share | $ 0 | $ 0 | ||||||
[1] | Excludes an aggregate of up to 1,031,250 Class B ordinary shares that are subject to forfeiture if the over-allotment option is not exercised in full by the underwriters (see Note 8). | |||||||
[2] | Excluded an aggregate of up to 1,031,250 Class B ordinary shares that were subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. The over-allotment option was exercised in full on October 19, 2021; thus, these shares are no longer subject to forfeiture (see Note 5 and Note 8). |
CONDENSED STATEMENT OF CHANGES
CONDENSED STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY (unaudited) - USD ($) | Class B Ordinary Shares [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total | |
Balance June 30, 2021 (unaudited) at Sep. 30, 2021 | $ 791 | $ 24,209 | $ (8,529) | $ 16,471 | |
Ending balance, shares at Sep. 30, 2021 | 7,906,250 | ||||
Balance April 30, 2021 at Apr. 25, 2021 | |||||
Shares, Outstanding, Beginning Balance at Apr. 25, 2021 | [1] | ||||
Issuance of Class B ordinary shares to sponsor | $ 791 | 24,209 | 25,000 | ||
Net loss | (8,529) | (8,529) | |||
Balance June 30, 2021 (unaudited) at Apr. 30, 2021 | $ 791 | 24,209 | (8,529) | 16,471 | |
Ending balance, shares at Apr. 30, 2021 | [1] | 7,906,250 | |||
Balance April 30, 2021 at Apr. 25, 2021 | |||||
Shares, Outstanding, Beginning Balance at Apr. 25, 2021 | [1] | ||||
Issuance of Class B ordinary shares to sponsor | [2] | $ 791 | 24,209 | 25,000 | |
Issuance of Class B ordinary shares to sponsors, shares | [1] | 7,906,250 | |||
Net loss | (8,529) | (8,529) | |||
Balance June 30, 2021 (unaudited) at Jun. 30, 2021 | $ 791 | 24,209 | (8,529) | 16,471 | |
Ending balance, shares at Jun. 30, 2021 | [1] | 7,906,250 | |||
Balance April 30, 2021 at Apr. 30, 2021 | $ 791 | 24,209 | (8,529) | 16,471 | |
Shares, Outstanding, Beginning Balance at Apr. 30, 2021 | [1] | 7,906,250 | |||
Net loss | |||||
Balance June 30, 2021 (unaudited) at Jun. 30, 2021 | $ 791 | 24,209 | (8,529) | 16,471 | |
Ending balance, shares at Jun. 30, 2021 | [1] | 7,906,250 | |||
Net loss | |||||
Balance June 30, 2021 (unaudited) at Sep. 30, 2021 | $ 791 | $ 24,209 | $ (8,529) | $ 16,471 | |
Ending balance, shares at Sep. 30, 2021 | 7,906,250 | ||||
[1] | Includes an aggregate of up to 1,031,250 Class B ordinary shares that are subject to forfeiture if the over-allotment option is not exercised in full by the underwriters (see Note 8). | ||||
[2] | Included an aggregate of up to 1,031,250 Class B ordinary shares that were subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. The over-allotment option was exercised in full on October 19, 2021; thus, these shares are no longer subject to forfeiture (see Note 5 and Note 8). |
CONDENSED STATEMENT OF CASH FLO
CONDENSED STATEMENT OF CASH FLOWS (unaudited) - USD ($) | Apr. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2021 |
Cash flow from operating activities: | |||
Net loss | $ 8,529 | $ 8,529 | $ (8,529) |
Changes in operating assets and liabilities: | |||
Accrued offering costs | 8,529 | 8,529 | 8,529 |
Net cash used in operating activities | |||
Net change in cash | |||
Cash at the beginning of the period | |||
Cash at the end of the period | |||
Supplemental disclosure of non-cash investing and financing activities: | |||
Deferred offering costs included in accrued offering costs | 45,000 | 45,000 | 45,000 |
Deferred offering costs paid by sponsor in exchange for issuance of Class B ordinary shares | 25,000 | 25,000 | 25,000 |
Deferred offering costs paid by the Sponsor | $ 246,993 | $ 318,074 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 2 Months Ended | 5 Months Ended |
Jun. 30, 2021 | Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Founder SPAC (the “Company”) is a blank check company incorporated in the Cayman Islands on April 26, 2021. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of June 30, 2021, the Company had not yet commenced any operations. All activity for the period April 26, 2021 (inception) through June 30, 2021 (unaudited) and period since April 26, 2021 (inception) through April 30, 2021, relates to the Company’s formation and the proposed initial public offering (the “Proposed Offering”) which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Proposed Public Offering. The Company has selected December 31 as its fiscal year end. The Company’s ability to commence operations is contingent upon obtaining adequate financial resources through a proposed initial public offering of 27,500,000 10.00 31,625,000 12,125,000 14,204,375 1.00 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Proposed Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. NASDAQ rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (as defined below) (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the signing a definitive agreement to enter a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. Upon the closing of the Proposed Offering, management has agreed that $10.00 per Unit sold in the Proposed Offering, including the proceeds from the sale of the Private Placement Warrants, will be held in a trust account (the “Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described below. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may seek stockholder approval of a Business Combination at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $ 5,000,001 The shares of ordinary shares subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the Proposed Public Offering, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Certificate of Incorporation provides that, a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consent. The public stockholders will be entitled to redeem their shares for a pro rata portion of the amount then in the Trust Account (initially $ 10.15 If a stockholder vote is not required and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Certificate of Incorporation, offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (the “SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. The Company’s Sponsor has agreed (a) to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Proposed Offering in favor of a Business Combination, (b) not to propose an amendment to the Company’s Certificate of Incorporation with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business Combination unless the Company provides dissenting public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment; (c) not to redeem any shares (including the Founder Shares) into the right to receive cash from the Trust Account in connection with a stockholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if the Company does not seek stockholder approval in connection therewith) or a vote to amend the provisions of the Amended and Restated Certificate of Incorporation relating to stockholders’ rights of pre-Business Combination activity and (d) that the Founder Shares shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the Sponsor will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the Proposed Offering if the Company fails to complete its Business Combination. If the Company is unable to complete a Business Combination within 15 months (or up to 18 months if we extend the period of time to consummate a business combination) from the closing of the Proposed Offering (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay taxes (less up to $ 100,000 10.15 The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.15 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the day of liquidation of the Trust Account, if less than $10.15 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriter of Proposed Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure its stockholders that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going Concern Consideration At June 30, 2021 (unaudited) and April 30, 2021, the Company had no cash and a working capital deficit of approximately $ 300,522 53,529 Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Founder SPAC (the “Company”) is a blank check company incorporated in the Cayman Islands on April 26, 2021. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of September 30, 2021, the Company had not yet commenced any operations. All activity for the period April 26, 2021 (inception) through September 30, 2021, relates to the Company’s formation and the initial public offering (the “Initial Public Offering”). The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is Founder SPAC Sponsor, LLC (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective by the Securities and Exchange Commission (the “SEC”) on October 14, 2021. On October 19, 2021, the Company consummated the Initial Public Offering of 31,625,000 10.00 316,250,000 27,500,000 4,125,000 Transaction costs amounted to $ 18,158,034 6,325,000 11,068,750 764,284 2,603,980 Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 14,204,375 1.00 14,204,375 Upon the closing of the Initial Public Offering on October 19, 2021, an amount of $ 320,993,750 10.15 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. NASDAQ rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (as defined below) (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the signing a definitive agreement to enter a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its holders of the outstanding Public Shares (the “public shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may seek shareholder approval of a Business Combination at a meeting called for such purpose at which shareholder may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $ 5,000,001 Notwithstanding the foregoing, the Company’s amended and restated memorandum and articles of association (the “Articles”) provide that, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consent. The Public Shareholders will be entitled to redeem their shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to shareholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. These Public Shares are recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” If the Company is not required to conduct redemptions pursuant to the proxy solicitation rules as described above, the Company will, pursuant to its Articles, offer such redemption pursuant to the tender offer rules of the SEC, and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. The Company’s Sponsor, officers, directors and advisors have agreed (a) to vote their Founder Shares (as defined in Note 8) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination, (b) not to redeem any shares (including the Founder Shares) into the right to receive cash from the Trust Account in connection with a shareholder vote to approve a Business Combination or a vote to amend the provisions of the Articles relating to shareholder’s rights of pre-Business Combination activity and (c) that the Founder Shares shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the Sponsor and the Company’s officers, directors and advisors will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the Initial Public Offering if the Company fails to complete its Business Combination. If the Company is unable to complete a Business Combination within 15 months (or up to 18 months if we extend the period of time to consummate a business combination) from the closing of the Initial Public Offering (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay taxes (less up to $ 100,000 The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.15 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the day of liquidation of the Trust Account, if less than $10.15 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriter of Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure its shareholders that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2 Months Ended | 5 Months Ended |
Jun. 30, 2021 | Sep. 30, 2021 | |
Accounting Policies [Abstract] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. All financial statements and information about events after April 30, 2021 are unaudited. The Company does not have sufficient liquidity to meet its anticipated obligations over the next year from the date of issuance of these financial statements. In connection with the Company’s assessment of going concern consideration in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the Company has access to funds from the Sponsor that are sufficient to fund the working capital needs of the Company until the earlier of the consummation of the Proposed Public Offering or one year from the date of issuance of these financial statements. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash and cash equivalents as of June 30, 2021 (unaudited) and April 30, 2021. 0 Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. 0 Net Loss Per Ordinary Share Net loss per share of ordinary shares is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 1,031,250 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Deferred Offering Costs Associated with the Proposed Public Offering Deferred offering costs of legal, accounting, underwriting fees and other costs incurred that are directly related to the Proposed Public Offering will be charged to stockholder’s equity upon the completion of the Proposed Public Offering. Should the Proposed Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations. Recently Issued Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the period from April 26, 2021 (inception) through September 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the final prospectus and the Form 8-K filed by the Company with the SEC on October 20, 2021 and October 26, 2021, respectively. Liquidity and Management’s Plans Prior to the completion of the Initial Public Offering, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. The Company has since completed its Initial Public Offering at which time capital in excess of the funds deposited in the Trust Account and/or used to fund offering expenses was released to the Company for general working capital purposes. Accordingly, management has since reevaluated the Company’s liquidity and financial condition and determined that sufficient capital exists to sustain operations through the earlier of the consummation of a Business Combination or one year from this filing and therefore substantial doubt has been alleviated. There is no assurance that the Company’s plans to consummate an initial Business Combination will be successful within the Combination Period. The financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did no Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no no There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Loss Per Ordinary Share Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period. At September 30, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution, which at times may exceed the Federal Depository Insurance Corporation coverage limit of $ 250,000 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. Deferred Offering Costs Associated with the Initial Public Offering Deferred offering costs of legal, accounting, underwriting fees and other costs incurred that are directly related to the Initial Public Offering will be charged to shareholder’s equity upon the completion of the Initial Public Offering. Should the Initial Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations. Recently Issued Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements |
PROPOSED PUBLIC OFFERING
PROPOSED PUBLIC OFFERING | 2 Months Ended |
Jun. 30, 2021 | |
Proposed Public Offering | |
PROPOSED PUBLIC OFFERING | NOTE 3. PROPOSED PUBLIC OFFERING Pursuant to the Proposed Offering, the Company will offer for sale up to 27,500,000 31,625,000 10.00 0.0001 11.50 |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 2 Months Ended | 5 Months Ended |
Jun. 30, 2021 | Sep. 30, 2021 | |
Private Placement | ||
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT The Sponsor and Jefferies have agreed to purchase an aggregate of 12,125,000 14,204,375 1.00 12,125,000 14,204,375 Each Private Placement Warrant is identical to the warrants offered in the Proposed Offering. | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor and Jefferies have purchased an aggregate of 14,204,375 1.00 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 2 Months Ended | 5 Months Ended | 9 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Related Party Transactions | ||||
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On April 27, 2021, the Sponsor made a capital contribution of $ 25,000 0.003 7,906,250 The Sponsor has agreed not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) the date on which the Company completes a liquidation, merger, capital stock exchange or similar transaction that results in the Company’s stockholders having the right to exchange their shares of ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination, the Founder Shares will be released from the lock-up. Promissory Note — Related Party On April 27, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Proposed Offering pursuant to a promissory note (the “Note”). The Note is non-interest bearing and is payable on the earlier of (i) December 31, 2022 or (ii) the consummation of the Proposed Public Offering. As of June 30, 2021 (unaudited) and April 30, 2021, the Company had not drawn on the Note. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon consummation of a Business Combination into warrants at a price of $1.00 per warrant. As of June 30, 2021 (unaudited) and April 30, 2021, the Sponsor had paid $ 246,993 0 | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On April 27, 2021, the Sponsor made a capital contribution of $ 25,000 0.003 7,906,250 The Sponsor has agreed not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) the date on which the Company completes a liquidation, merger, capital stock exchange or similar transaction that results in the Company’s shareholders having the right to exchange their shares of ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination, the Founder Shares will be released from the lock-up. Promissory Note — Related Party On April 27, 2021, the Sponsor agreed to loan the Company an aggregate of up to $ 300,000 Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon consummation of a Business Combination into warrants at a price of $1.00 per warrant There are expenses that are paid by the Sponsor on behalf of the Company. As of September 30, 2021, the Sponsor spent $ 318,074 | ||
Rubicon Technologies, LLC and Subsidiaries [Member] | Rubicon [Member] | ||||
Related party transactions | Note 14— Related party transactions Sales to related party investors in the amount of $ 0.4 1.2 0.3 | Note 18— Related party transactions Sales to related party investors in the amount $ 1.9 2.1 0.2 0.2 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 2 Months Ended | 5 Months Ended | 9 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Commitments | ||||
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration and Shareholder Rights The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and in each case holders of their component securities, as applicable) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Proposed Offering, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Company’s Class A ordinary shares). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriter’s Agreement The Company will grant the underwriter a 45-day option to purchase up to 4,125,000 The underwriter will be entitled to a cash underwriting discount of 2.00 5,550,000 6,325,000 3.50 9,625,000 11,068,750 In addition, if (x) the Company issues additional shares of Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A ordinary shares (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price. The Private Placement Warrants will be identical to the Public Warrants included in the Units being sold in the Proposed Offering, except that the Private Placement Warrants will and the shares of ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Our Forward Purchase Agreement In connection with the consummation of this offering, the Company intends to enter into a forward purchase agreement with its anchor investors, under which the anchor investors will agree to purchase in the aggregate $ 20.0 10.00 | NOTE 6. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration and Shareholder Rights The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and in each case holders of their component securities, as applicable) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Company’s Class A ordinary shares). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriter’s Agreement The Company will grant the underwriter a 45-day option to purchase up to 4,125,000 4,125,000 The underwriter will be entitled to a cash underwriting discount of 2.00 6,325,000 3.50 11,068,750 | ||
Commitments and contingencies | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration and Shareholder Rights The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and in each case holders of their component securities, as applicable) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Proposed Offering, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Company’s Class A ordinary shares). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriter’s Agreement The Company will grant the underwriter a 45-day option to purchase up to 4,125,000 The underwriter will be entitled to a cash underwriting discount of 2.00 5,550,000 6,325,000 3.50 9,625,000 11,068,750 In addition, if (x) the Company issues additional shares of Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A ordinary shares (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price. The Private Placement Warrants will be identical to the Public Warrants included in the Units being sold in the Proposed Offering, except that the Private Placement Warrants will and the shares of ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Our Forward Purchase Agreement In connection with the consummation of this offering, the Company intends to enter into a forward purchase agreement with its anchor investors, under which the anchor investors will agree to purchase in the aggregate $ 20.0 10.00 | NOTE 6. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration and Shareholder Rights The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and in each case holders of their component securities, as applicable) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Company’s Class A ordinary shares). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriter’s Agreement The Company will grant the underwriter a 45-day option to purchase up to 4,125,000 4,125,000 The underwriter will be entitled to a cash underwriting discount of 2.00 6,325,000 3.50 11,068,750 | ||
Rubicon Technologies, LLC and Subsidiaries [Member] | Rubicon [Member] | ||||
Commitments | ||||
COMMITMENTS AND CONTINGENCIES | Note 13 – Commitments and contingencies Legal Matters In the ordinary course of business, the Company is or may be involved in various legal or regulatory proceedings, claims or purported class actions related to alleged infringement of third-party patents and other intellectual property rights, commercial, corporate and securities, labor and employment, wage and hour and other claims. The Company makes a provision for a liability relating to legal matters when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These provisions are reviewed at least quarterly and adjusted to reflect the impacts of negotiations, estimated settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter. The outcomes of legal proceedings and other contingencies are, however, inherently unpredictable and subject to significant uncertainties. At this time, the Company is not able to reasonably estimate the amount or range of possible losses in excess of any amounts accrued, including losses that could arise as a result of application of non-monetary remedies, with respect to the contingencies it faces, and the Company’s estimates may not prove to be accurate. In management’s opinion, resolution of all current matters is not expected to have a material adverse impact on the Company’s condensed consolidated results of operations, cash flows or financial position. However, depending on the nature and timing of any such dispute or other contingency, an unfavorable resolution of a matter could materially affect the Company’s current or future results of operations or cash flows, or both. Leases The Company has entered into an operating lease for office space in Lexington, Kentucky, which has yet to commence as of September 30, 2021. The lease is due to commence in October 2021, with a 10-year lease term, and an aggregate lease commitment of $1.5 million The following table presents information regarding the maturities of the undiscounted remaining operating lease payments, with a reconciliation to the amount of the liabilities representing such payments as presented in the September 30, 2021 condensed consolidated balance sheet (in thousands). Schedule of Future Minimum Rental Payments for Operating Leases Years Ending December 31, 2021 $ 512 2022 2,072 2023 2,125 2024 1,077 Total minimum lease payments $ 5,786 Less: Imputed interest (815 ) Total operating lease liabilities $ 4,971 The minimum lease payments in the table above do not include the $1.5 million lease commitment for the office space in Lexington, Kentucky that is due to commence in October 2021. Software subscription On September 22, 2021, the Company entered into a software subscription agreement with Palantir Technologies, Inc., including related support and update services with the term through December 31, 2026. Pursuant to the agreement, as of September 30, 2021, $9.1 million will become due in the next 12 months and $40.6 million through October 2026, unless the Company exercises its right to terminate the agreement prior to the closing of the Mergers (as defined in Note 17). | Note 17 – Commitments and contingencies In the ordinary course of business, the Company is or may be involved in various legal or regulatory proceedings, claims or purported class actions related to alleged infringement of third-party patents and other intellectual property rights, commercial, corporate and securities, labor and employment, wage and hour and other claims. The Company makes a provision for a liability relating to legal matters when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These provisions are reviewed at least quarterly and adjusted to reflect the impacts of negotiations, estimated settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter. The outcomes of legal proceedings and other contingencies are, however, inherently unpredictable and subject to significant uncertainties. At this time, the Company is not able to reasonably estimate the amount or range of possible losses in excess of any amounts accrued, including losses that could arise as a result of application of non-monetary remedies, with respect to the contingencies it faces, and the Company’s estimates may not prove to be accurate. In management’s opinion, resolution of all current matters is not expected to have a material adverse impact on the Company’s consolidated results of operations, cash flows or financial position. However, depending on the nature and timing of any such dispute or other contingency, an unfavorable resolution of a matter could materially affect the Company’s current or future results of operations or cash flows, or both. | ||
Commitments and contingencies | Note 13 – Commitments and contingencies Legal Matters In the ordinary course of business, the Company is or may be involved in various legal or regulatory proceedings, claims or purported class actions related to alleged infringement of third-party patents and other intellectual property rights, commercial, corporate and securities, labor and employment, wage and hour and other claims. The Company makes a provision for a liability relating to legal matters when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These provisions are reviewed at least quarterly and adjusted to reflect the impacts of negotiations, estimated settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter. The outcomes of legal proceedings and other contingencies are, however, inherently unpredictable and subject to significant uncertainties. At this time, the Company is not able to reasonably estimate the amount or range of possible losses in excess of any amounts accrued, including losses that could arise as a result of application of non-monetary remedies, with respect to the contingencies it faces, and the Company’s estimates may not prove to be accurate. In management’s opinion, resolution of all current matters is not expected to have a material adverse impact on the Company’s condensed consolidated results of operations, cash flows or financial position. However, depending on the nature and timing of any such dispute or other contingency, an unfavorable resolution of a matter could materially affect the Company’s current or future results of operations or cash flows, or both. Leases The Company has entered into an operating lease for office space in Lexington, Kentucky, which has yet to commence as of September 30, 2021. The lease is due to commence in October 2021, with a 10-year lease term, and an aggregate lease commitment of $1.5 million The following table presents information regarding the maturities of the undiscounted remaining operating lease payments, with a reconciliation to the amount of the liabilities representing such payments as presented in the September 30, 2021 condensed consolidated balance sheet (in thousands). Schedule of Future Minimum Rental Payments for Operating Leases Years Ending December 31, 2021 $ 512 2022 2,072 2023 2,125 2024 1,077 Total minimum lease payments $ 5,786 Less: Imputed interest (815 ) Total operating lease liabilities $ 4,971 The minimum lease payments in the table above do not include the $1.5 million lease commitment for the office space in Lexington, Kentucky that is due to commence in October 2021. Software subscription On September 22, 2021, the Company entered into a software subscription agreement with Palantir Technologies, Inc., including related support and update services with the term through December 31, 2026. Pursuant to the agreement, as of September 30, 2021, $9.1 million will become due in the next 12 months and $40.6 million through October 2026, unless the Company exercises its right to terminate the agreement prior to the closing of the Mergers (as defined in Note 17). | Note 17 – Commitments and contingencies In the ordinary course of business, the Company is or may be involved in various legal or regulatory proceedings, claims or purported class actions related to alleged infringement of third-party patents and other intellectual property rights, commercial, corporate and securities, labor and employment, wage and hour and other claims. The Company makes a provision for a liability relating to legal matters when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These provisions are reviewed at least quarterly and adjusted to reflect the impacts of negotiations, estimated settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter. The outcomes of legal proceedings and other contingencies are, however, inherently unpredictable and subject to significant uncertainties. At this time, the Company is not able to reasonably estimate the amount or range of possible losses in excess of any amounts accrued, including losses that could arise as a result of application of non-monetary remedies, with respect to the contingencies it faces, and the Company’s estimates may not prove to be accurate. In management’s opinion, resolution of all current matters is not expected to have a material adverse impact on the Company’s consolidated results of operations, cash flows or financial position. However, depending on the nature and timing of any such dispute or other contingency, an unfavorable resolution of a matter could materially affect the Company’s current or future results of operations or cash flows, or both. |
WARRANTS
WARRANTS | 2 Months Ended | 5 Months Ended | 9 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Warrants | ||||
WARRANTS | WARRANTS Warrants The Company will issue 25,875,000 13,750,000 12,125,000 The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No Public Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their Public Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. The Company has registered our Class A ordinary shares issuable upon exercise of the warrants because the warrants will become exercisable 30 days after the completion of our initial business combination, which may be within one year of this offering. However, because the warrants will be exercisable until their expiration date of up to five years after the completion of our initial business combination, in order to comply with the requirements of Section 10(a)(3) of the Securities Act following the consummation of our initial business combination, the Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of its initial business combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the Company’s initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering the warrants for that number or Class A ordinary shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” (defined below) less the exercise price of the warrants by (y) the fair market value and (B) 0.361. The “fair market value” as used in this paragraph shall mean the volume weighted average trading price of the Class A ordinary shares for the 10 trading days immediately following the date on which the notice of exercise is received by the warrant agent. Redemption of warrants when the price per Class A ordinary share equals or exceeds $ 18.00 ● in whole and not in part; ● at a price of $ 0.01 ● upon not less than 30 days’ prior written notice of redemption to each warrant holder and ● if, and only if, the last reported sale price (the “closing price”) of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of SecuritiesWarrantsPublic Warrants”) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. If and when the warrants become redeemable by us, the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If and when the Public Warrants become redeemable by the Company, the Company may not exercise its redemption right if the issuance of shares of ordinary shares upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification. The exercise price and number of shares of Class A ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless. | |||
Warrants | NOTE 7. Warrants The Company has accounted for the 30,016,875 15,812,500 14,204,375 Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable 30 days after the consummation of a Business Combination. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No Public Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their Public Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. The Company has registered our Class A ordinary shares issuable upon exercise of the warrants because the warrants will become exercisable 30 days after the completion of our initial business combination, which may be within one year of this offering. However, because the warrants will be exercisable until their expiration date of up to five years after the completion of our initial business combination, in order to comply with the requirements of Section 10(a)(3) of the Securities Act following the consummation of our initial business combination, the Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of its initial business combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the Company’s initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering the warrants for that number or Class A ordinary shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” (defined below) less the exercise price of the warrants by (y) the fair market value and (B) 0.361. The “fair market value” as used in this paragraph shall mean the volume weighted average trading price of the Class A ordinary shares for the 10 trading days immediately following the date on which the notice of exercise is received by the warrant agent. Redemption of warrants when the price per Class A ordinary share equals or exceeds $ 18.00 ● in whole and not in part; ● at a price of $0.01 per Public Warrant; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder and ● if, and only if, the last reported sale price (the “closing price”) of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities—Warrants—Public Warrants”) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. If and when the warrants become redeemable by us, the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If and when the Public Warrants become redeemable by the Company, the Company may not exercise its redemption right if the issuance of shares of ordinary shares upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification. The exercise price and number of shares of Class A ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless. | |||
Rubicon Technologies, LLC and Subsidiaries [Member] | Rubicon [Member] | ||||
Warrants | Note 9— Warrants Series E Warrants During 2019, the Company issued to the Series E unit holders a total of 240,725 Series E warrants, providing a right to purchase one unit each of Series E units at a price of $30.00 per unit any time prior to the second anniversary of the grant date. Grant dates ranged from July 9, 2019 to August 30, 2019. The Series E warrants were evaluated at issuance and were determined to be equity classified. During the nine months ended September 30, 2021, the Company received $32.5 million from warrant holders in exchange for 1,083,008 Series E preferred units. There were no warrants exercised during the nine months ended September 30, 2020. The following table summarizes warrant activity as of and for the nine months ended September 30, 2021: Schedule Of Warrant Activity Number Weighted Average Exercise Price Per Warrant Outstanding – December 31, 2020 1,084,725 $ 30.00 Granted - - Exercised (1,083,008 ) 30.00 Expired (1,717 ) 30.00 Outstanding – September 30, 2021 - $ - | Note 11— Warrants Series E Warrants During 2019, the Company issued to the Series E unit holders a total of 240,725 Series E warrants, providing a right to purchase one unit each of Series E units at a price of $30.00 per unit any time prior to the second anniversary of the grant date. Grant dates ranged from July 9, 2019 to August 30, 2019. The Series E warrants were evaluated at issuance and were determined to be equity classified. The following table summarizes warrant activity as of and for the years ended December 31, 2020 and 2019: Schedule Of Warrant Activity Number Weighted Average Exercise Price Per Warrant Outstanding – January 1, 2019 844,000 $ 30.00 Granted 240,725 30.00 Exercised - - Expired - - Outstanding - December 31, 2019 1,084,725 30.00 Granted - - Exercised - - Expired - - Outstanding - December 31, 2020 1,084,725 $ 30.00 |
STOCKHOLDER_S EQUITY
STOCKHOLDER’S EQUITY | 2 Months Ended | 5 Months Ended |
Jun. 30, 2021 | Sep. 30, 2021 | |
Equity [Abstract] | ||
STOCKHOLDER’S EQUITY | NOTE 8. STOCKHOLDER’S EQUITY Preferred Stock 1,000,000 0.0001 no Class A Ordinary shares 479,000,000 0.0001 no Class B Ordinary shares 20,000,000 0.0001 7,906,250 1,031,250 The shares of Class B ordinary shares will automatically convert into shares of Class A ordinary shares at the time of the Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like. In the case that additional shares of Class A ordinary shares, or equity linked securities, are issued or deemed issued in excess of the amounts offered in the Proposed Offering and related to the closing of a Business Combination, the ratio at which shares of Class B ordinary shares shall convert into shares of Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding shares of Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A ordinary shares issuable upon conversion of all shares of Class B ordinary shares will equal, in the aggregate, on an as converted basis, 20% of the sum of the total number of all shares of ordinary shares outstanding upon the completion of the Proposed Offering plus all shares of Class A ordinary shares and equity linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity linked securities issued, or to be issued, to any seller in a Business Combination, and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). Holders of Founder Shares may also elect to convert their shares of Class B ordinary shares into an equal number of shares of Class A ordinary shares, subject to adjustment as provided above, at any time. The Company may issue additional ordinary shares or preferred stock to complete its Business Combination or under an employee incentive plan after completion of its Business Combination. | NOTE 8. SHAREHOLDER’S EQUITY Preference Shares 1,000,000 0.0001 no Class A Ordinary Shares 479,000,000 0.0001 no Class B Ordinary Shares — 20,000,000 0.0001 7,906,250 The shares of Class B ordinary shares will automatically convert into shares of Class A ordinary shares at the time of the Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like. In the case that additional shares of Class A ordinary shares, or equity linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B ordinary shares shall convert into shares of Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding shares of Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A ordinary shares issuable upon conversion of all shares of Class B ordinary shares will equal, in the aggregate, on an as converted basis, 20% of the sum of the total number of all shares of ordinary shares outstanding upon the completion of the Initial Public Offering plus all shares of Class A ordinary shares and equity linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity linked securities issued, or to be issued, to any seller in a Business Combination, and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). Holders of Founder Shares may also elect to convert their shares of Class B ordinary shares into an equal number of shares of Class A ordinary shares, subject to adjustment as provided above, at any time. The Company may issue additional ordinary shares or preferred stock to complete its Business Combination or under an employee incentive plan after completion of its Business Combination. |
SUBSEQUENT EVENT
SUBSEQUENT EVENT | 2 Months Ended | 5 Months Ended | 9 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Subsequent Events [Abstract] | ||||
SUBSEQUENT EVENT | NOTE 9. SUBSEQUENT EVENT Management of the Company evaluated events that have occurred after the balance sheet date of April 30, 2021 through the date these financial statements were issued. Based upon the review, management did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements. | NOTE 9. SUBSEQUENT EVENTS Management of the Company evaluated events that have occurred after the balance sheet date of September 30, 2021 through the date these financial statements were available to be issued. Based upon the review, management did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements, other than as described below and within notes 1, 3 and 4. On October 19, 2021, the Company consummated the Initial Public Offering of 31,625,000 10.00 316,250,000 14,204,375 14,204,375 | ||
SUBSEQUENT EVENT | NOTE 9. SUBSEQUENT EVENT Management of the Company evaluated events that have occurred after the balance sheet date of April 30, 2021 through the date these financial statements were issued. Based upon the review, management did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements. | NOTE 9. SUBSEQUENT EVENTS Management of the Company evaluated events that have occurred after the balance sheet date of September 30, 2021 through the date these financial statements were available to be issued. Based upon the review, management did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements, other than as described below and within notes 1, 3 and 4. On October 19, 2021, the Company consummated the Initial Public Offering of 31,625,000 10.00 316,250,000 14,204,375 14,204,375 | ||
Rubicon Technologies, LLC and Subsidiaries [Member] | Rubicon [Member] | ||||
Subsequent Events [Abstract] | ||||
SUBSEQUENT EVENT | Note 17— Subsequent event Subsequent events have been evaluated through February 1, 2022, the date these financial statements were available to be issued. On October 15, 2021, the Company amended its Revolving Line of Credit agreement, adding terms permitting the Company to enter into additional subordinated loan agreements. The amendment also defines and changes the benchmark rate from LIBOR to a base rate in a future period. On October 15, 2021, the Company amended the term loan agreement, adding terms permitting the Company to enter into additional subordinated loan agreements. The amendment also modifies the qualified equity contributions requirement of $100.0 million by July 31, 2021 to $50.0 million during the period after October 15, 2021 and on or prior to February 28, 2022. Pursuant to the amended term loan agreement, on October 15, 2021, the Company entered into warrant agreements and issued common unit purchase warrants, which granted the lender the right to purchase up to 62,003 units of the Company’s common units at the exercise price of $0.01 any time prior to the earlier of the tenth anniversary of the issuance date or certain triggering events. The Company capitalized $0.6 million in deferred debt charges that will be expensed over the term of the term loan agreement. On November 1, 2021, the Company entered into an asset purchase agreement with CIVIX LLC, a Delaware limited liability company (“CIVIX”). Pursuant to the purchase agreement, the Company acquired certain intangible assets, including CIVIX’s intellectual property and customer relationships. Pursuant to the purchase agreement terms, the Company completed the purchase for $2.0 million paid in cash. The related acquisition costs were insignificant to the Company’s financial statements. On December 15, 2021, the Company entered into a merger agreement with Founder SPAC (“FOUN”), a Special Purpose Acquisition Company (the “Mergers”). The Mergers are subject to approval by stockholders of the Company and FOUN. On December 22, 2021, the Company entered into a $20.0 million term loan agreement secured by a third lien on all assets of the Company including accounts receivable, intellectual property and general intangibles. The loan matures on December 22, 2022. The term loan bears an interest rate of 15.00%. Pursuant to the term loan agreement, the Company entered into warrant agreements and issued common unit purchase warrants under the condition that if the Company does not repay the term loans on or prior to the maturity date, the lender receives right to purchase up to (i) the number of the Company’s common units worth $2.0 million if the Company consummates a merger transaction with a special purpose acquisition company (the “SPAC Transaction”) on or before the maturity date or (ii) 54,600 units of the Company’s common units in case the SPAC Transaction is not consummated on or before the maturity date, at the exercise price of $0.01 any time after the maturity date prior to the earlier of the date principal and interest on all outstanding term loans under this term loan agreement are repaid or the tenth anniversary of the issuance date. If the Company repays the term loan on or prior to the maturity date, the warrants will automatically terminate and be void and no warrant share will be exercisable. The Company capitalized $0.8 million in deferred debt charges that will be expensed over the term of the term loan agreement. | Note 21— Subsequent events Subsequent events have been evaluated through September 10, 2021, the date these financial statements were available to be issued. On March 24, 2021, the Company amended its Revolving Line of Credit agreement and modified the calculation of qualified billed and unbilled receivables. The amendment incrementally increased the qualified unbilled receivables resulting in additional availability on the Revolving Line of Credit. On March 24, 2021, the Company amended the term loan agreement, increasing the principal amount of the facility to $60.0 million and deferring principal payments to July 2021. The loan matures the earlier of March 29, 2024 or the maturity date under the Revolving Credit Facility (see Note 4). The term loan bears an interest rate of LIBOR plus 9.50%. The term loan agreement includes covenants for minimum qualified billed and unbilled receivables. The Company committed to minimum equity raise of $100 million, which if not completed by July 31, 2021, could require the use of available funds under the Line of Credit as collateral by an amount up to $20 million. The Company did not meet the qualifying equity raise. The Company believes that any reduction would not impact the Company’s ability to meet its liquidity requirements over the next twelve months. The Company capitalized an additional $0.8 million in deferred debt charges that will be expensed over the term of the term loan agreement. On March 30, 2021, $1.0 million of the PPP loans, plus accrued interest, was forgiven by the SBA. On June 10, 2021, the remaining $9.8 million of the PPP loans, plus accrued interest, was forgiven by the SBA. In May 2021, June 2021, and August 2021, the Company received a total of $32.5 million from warrant holders in exchange for 1,151,193 Series E units. | ||
SUBSEQUENT EVENT | Note 17— Subsequent event Subsequent events have been evaluated through February 1, 2022, the date these financial statements were available to be issued. On October 15, 2021, the Company amended its Revolving Line of Credit agreement, adding terms permitting the Company to enter into additional subordinated loan agreements. The amendment also defines and changes the benchmark rate from LIBOR to a base rate in a future period. On October 15, 2021, the Company amended the term loan agreement, adding terms permitting the Company to enter into additional subordinated loan agreements. The amendment also modifies the qualified equity contributions requirement of $100.0 million by July 31, 2021 to $50.0 million during the period after October 15, 2021 and on or prior to February 28, 2022. Pursuant to the amended term loan agreement, on October 15, 2021, the Company entered into warrant agreements and issued common unit purchase warrants, which granted the lender the right to purchase up to 62,003 units of the Company’s common units at the exercise price of $0.01 any time prior to the earlier of the tenth anniversary of the issuance date or certain triggering events. The Company capitalized $0.6 million in deferred debt charges that will be expensed over the term of the term loan agreement. On November 1, 2021, the Company entered into an asset purchase agreement with CIVIX LLC, a Delaware limited liability company (“CIVIX”). Pursuant to the purchase agreement, the Company acquired certain intangible assets, including CIVIX’s intellectual property and customer relationships. Pursuant to the purchase agreement terms, the Company completed the purchase for $2.0 million paid in cash. The related acquisition costs were insignificant to the Company’s financial statements. On December 15, 2021, the Company entered into a merger agreement with Founder SPAC (“FOUN”), a Special Purpose Acquisition Company (the “Mergers”). The Mergers are subject to approval by stockholders of the Company and FOUN. On December 22, 2021, the Company entered into a $20.0 million term loan agreement secured by a third lien on all assets of the Company including accounts receivable, intellectual property and general intangibles. The loan matures on December 22, 2022. The term loan bears an interest rate of 15.00%. Pursuant to the term loan agreement, the Company entered into warrant agreements and issued common unit purchase warrants under the condition that if the Company does not repay the term loans on or prior to the maturity date, the lender receives right to purchase up to (i) the number of the Company’s common units worth $2.0 million if the Company consummates a merger transaction with a special purpose acquisition company (the “SPAC Transaction”) on or before the maturity date or (ii) 54,600 units of the Company’s common units in case the SPAC Transaction is not consummated on or before the maturity date, at the exercise price of $0.01 any time after the maturity date prior to the earlier of the date principal and interest on all outstanding term loans under this term loan agreement are repaid or the tenth anniversary of the issuance date. If the Company repays the term loan on or prior to the maturity date, the warrants will automatically terminate and be void and no warrant share will be exercisable. The Company capitalized $0.8 million in deferred debt charges that will be expensed over the term of the term loan agreement. | Note 21— Subsequent events Subsequent events have been evaluated through September 10, 2021, the date these financial statements were available to be issued. On March 24, 2021, the Company amended its Revolving Line of Credit agreement and modified the calculation of qualified billed and unbilled receivables. The amendment incrementally increased the qualified unbilled receivables resulting in additional availability on the Revolving Line of Credit. On March 24, 2021, the Company amended the term loan agreement, increasing the principal amount of the facility to $60.0 million and deferring principal payments to July 2021. The loan matures the earlier of March 29, 2024 or the maturity date under the Revolving Credit Facility (see Note 4). The term loan bears an interest rate of LIBOR plus 9.50%. The term loan agreement includes covenants for minimum qualified billed and unbilled receivables. The Company committed to minimum equity raise of $100 million, which if not completed by July 31, 2021, could require the use of available funds under the Line of Credit as collateral by an amount up to $20 million. The Company did not meet the qualifying equity raise. The Company believes that any reduction would not impact the Company’s ability to meet its liquidity requirements over the next twelve months. The Company capitalized an additional $0.8 million in deferred debt charges that will be expensed over the term of the term loan agreement. On March 30, 2021, $1.0 million of the PPP loans, plus accrued interest, was forgiven by the SBA. On June 10, 2021, the remaining $9.8 million of the PPP loans, plus accrued interest, was forgiven by the SBA. In May 2021, June 2021, and August 2021, the Company received a total of $32.5 million from warrant holders in exchange for 1,151,193 Series E units. |
SUBSEQUENT EVEN
SUBSEQUENT EVEN | 2 Months Ended |
Jun. 30, 2021 | |
Subsequent Even | |
SUBSEQUENT EVEN | NOTE 10. SUBSEQUENT EVEN Management of the Company evaluated events that have occurred after the balance sheet date of June 30, 2021 (unaudited) through the date these financial statements were issued. Based upon the review, management did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 5 Months Ended |
Sep. 30, 2021 | |
Initial Public Offering | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING On October 19, 2021, the Company sold 31,625,000 10.00 316,250,000 0.0001 11.50 |
SHAREHOLDER_S EQUITY
SHAREHOLDER’S EQUITY | 2 Months Ended | 5 Months Ended |
Jun. 30, 2021 | Sep. 30, 2021 | |
Equity [Abstract] | ||
SHAREHOLDER’S EQUITY | NOTE 8. STOCKHOLDER’S EQUITY Preferred Stock 1,000,000 0.0001 no Class A Ordinary shares 479,000,000 0.0001 no Class B Ordinary shares 20,000,000 0.0001 7,906,250 1,031,250 The shares of Class B ordinary shares will automatically convert into shares of Class A ordinary shares at the time of the Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like. In the case that additional shares of Class A ordinary shares, or equity linked securities, are issued or deemed issued in excess of the amounts offered in the Proposed Offering and related to the closing of a Business Combination, the ratio at which shares of Class B ordinary shares shall convert into shares of Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding shares of Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A ordinary shares issuable upon conversion of all shares of Class B ordinary shares will equal, in the aggregate, on an as converted basis, 20% of the sum of the total number of all shares of ordinary shares outstanding upon the completion of the Proposed Offering plus all shares of Class A ordinary shares and equity linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity linked securities issued, or to be issued, to any seller in a Business Combination, and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). Holders of Founder Shares may also elect to convert their shares of Class B ordinary shares into an equal number of shares of Class A ordinary shares, subject to adjustment as provided above, at any time. The Company may issue additional ordinary shares or preferred stock to complete its Business Combination or under an employee incentive plan after completion of its Business Combination. | NOTE 8. SHAREHOLDER’S EQUITY Preference Shares 1,000,000 0.0001 no Class A Ordinary Shares 479,000,000 0.0001 no Class B Ordinary Shares — 20,000,000 0.0001 7,906,250 The shares of Class B ordinary shares will automatically convert into shares of Class A ordinary shares at the time of the Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like. In the case that additional shares of Class A ordinary shares, or equity linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B ordinary shares shall convert into shares of Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding shares of Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A ordinary shares issuable upon conversion of all shares of Class B ordinary shares will equal, in the aggregate, on an as converted basis, 20% of the sum of the total number of all shares of ordinary shares outstanding upon the completion of the Initial Public Offering plus all shares of Class A ordinary shares and equity linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity linked securities issued, or to be issued, to any seller in a Business Combination, and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). Holders of Founder Shares may also elect to convert their shares of Class B ordinary shares into an equal number of shares of Class A ordinary shares, subject to adjustment as provided above, at any time. The Company may issue additional ordinary shares or preferred stock to complete its Business Combination or under an employee incentive plan after completion of its Business Combination. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 2 Months Ended | 5 Months Ended | 9 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Subsequent Events [Abstract] | ||||
SUBSEQUENT EVENTS | NOTE 9. SUBSEQUENT EVENT Management of the Company evaluated events that have occurred after the balance sheet date of April 30, 2021 through the date these financial statements were issued. Based upon the review, management did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements. | NOTE 9. SUBSEQUENT EVENTS Management of the Company evaluated events that have occurred after the balance sheet date of September 30, 2021 through the date these financial statements were available to be issued. Based upon the review, management did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements, other than as described below and within notes 1, 3 and 4. On October 19, 2021, the Company consummated the Initial Public Offering of 31,625,000 10.00 316,250,000 14,204,375 14,204,375 | ||
Subsequent events | NOTE 9. SUBSEQUENT EVENT Management of the Company evaluated events that have occurred after the balance sheet date of April 30, 2021 through the date these financial statements were issued. Based upon the review, management did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements. | NOTE 9. SUBSEQUENT EVENTS Management of the Company evaluated events that have occurred after the balance sheet date of September 30, 2021 through the date these financial statements were available to be issued. Based upon the review, management did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements, other than as described below and within notes 1, 3 and 4. On October 19, 2021, the Company consummated the Initial Public Offering of 31,625,000 10.00 316,250,000 14,204,375 14,204,375 | ||
Rubicon Technologies, LLC and Subsidiaries [Member] | Rubicon [Member] | ||||
Subsequent Events [Abstract] | ||||
SUBSEQUENT EVENTS | Note 17— Subsequent event Subsequent events have been evaluated through February 1, 2022, the date these financial statements were available to be issued. On October 15, 2021, the Company amended its Revolving Line of Credit agreement, adding terms permitting the Company to enter into additional subordinated loan agreements. The amendment also defines and changes the benchmark rate from LIBOR to a base rate in a future period. On October 15, 2021, the Company amended the term loan agreement, adding terms permitting the Company to enter into additional subordinated loan agreements. The amendment also modifies the qualified equity contributions requirement of $100.0 million by July 31, 2021 to $50.0 million during the period after October 15, 2021 and on or prior to February 28, 2022. Pursuant to the amended term loan agreement, on October 15, 2021, the Company entered into warrant agreements and issued common unit purchase warrants, which granted the lender the right to purchase up to 62,003 units of the Company’s common units at the exercise price of $0.01 any time prior to the earlier of the tenth anniversary of the issuance date or certain triggering events. The Company capitalized $0.6 million in deferred debt charges that will be expensed over the term of the term loan agreement. On November 1, 2021, the Company entered into an asset purchase agreement with CIVIX LLC, a Delaware limited liability company (“CIVIX”). Pursuant to the purchase agreement, the Company acquired certain intangible assets, including CIVIX’s intellectual property and customer relationships. Pursuant to the purchase agreement terms, the Company completed the purchase for $2.0 million paid in cash. The related acquisition costs were insignificant to the Company’s financial statements. On December 15, 2021, the Company entered into a merger agreement with Founder SPAC (“FOUN”), a Special Purpose Acquisition Company (the “Mergers”). The Mergers are subject to approval by stockholders of the Company and FOUN. On December 22, 2021, the Company entered into a $20.0 million term loan agreement secured by a third lien on all assets of the Company including accounts receivable, intellectual property and general intangibles. The loan matures on December 22, 2022. The term loan bears an interest rate of 15.00%. Pursuant to the term loan agreement, the Company entered into warrant agreements and issued common unit purchase warrants under the condition that if the Company does not repay the term loans on or prior to the maturity date, the lender receives right to purchase up to (i) the number of the Company’s common units worth $2.0 million if the Company consummates a merger transaction with a special purpose acquisition company (the “SPAC Transaction”) on or before the maturity date or (ii) 54,600 units of the Company’s common units in case the SPAC Transaction is not consummated on or before the maturity date, at the exercise price of $0.01 any time after the maturity date prior to the earlier of the date principal and interest on all outstanding term loans under this term loan agreement are repaid or the tenth anniversary of the issuance date. If the Company repays the term loan on or prior to the maturity date, the warrants will automatically terminate and be void and no warrant share will be exercisable. The Company capitalized $0.8 million in deferred debt charges that will be expensed over the term of the term loan agreement. | Note 21— Subsequent events Subsequent events have been evaluated through September 10, 2021, the date these financial statements were available to be issued. On March 24, 2021, the Company amended its Revolving Line of Credit agreement and modified the calculation of qualified billed and unbilled receivables. The amendment incrementally increased the qualified unbilled receivables resulting in additional availability on the Revolving Line of Credit. On March 24, 2021, the Company amended the term loan agreement, increasing the principal amount of the facility to $60.0 million and deferring principal payments to July 2021. The loan matures the earlier of March 29, 2024 or the maturity date under the Revolving Credit Facility (see Note 4). The term loan bears an interest rate of LIBOR plus 9.50%. The term loan agreement includes covenants for minimum qualified billed and unbilled receivables. The Company committed to minimum equity raise of $100 million, which if not completed by July 31, 2021, could require the use of available funds under the Line of Credit as collateral by an amount up to $20 million. The Company did not meet the qualifying equity raise. The Company believes that any reduction would not impact the Company’s ability to meet its liquidity requirements over the next twelve months. The Company capitalized an additional $0.8 million in deferred debt charges that will be expensed over the term of the term loan agreement. On March 30, 2021, $1.0 million of the PPP loans, plus accrued interest, was forgiven by the SBA. On June 10, 2021, the remaining $9.8 million of the PPP loans, plus accrued interest, was forgiven by the SBA. In May 2021, June 2021, and August 2021, the Company received a total of $32.5 million from warrant holders in exchange for 1,151,193 Series E units. | ||
Subsequent events | Note 17— Subsequent event Subsequent events have been evaluated through February 1, 2022, the date these financial statements were available to be issued. On October 15, 2021, the Company amended its Revolving Line of Credit agreement, adding terms permitting the Company to enter into additional subordinated loan agreements. The amendment also defines and changes the benchmark rate from LIBOR to a base rate in a future period. On October 15, 2021, the Company amended the term loan agreement, adding terms permitting the Company to enter into additional subordinated loan agreements. The amendment also modifies the qualified equity contributions requirement of $100.0 million by July 31, 2021 to $50.0 million during the period after October 15, 2021 and on or prior to February 28, 2022. Pursuant to the amended term loan agreement, on October 15, 2021, the Company entered into warrant agreements and issued common unit purchase warrants, which granted the lender the right to purchase up to 62,003 units of the Company’s common units at the exercise price of $0.01 any time prior to the earlier of the tenth anniversary of the issuance date or certain triggering events. The Company capitalized $0.6 million in deferred debt charges that will be expensed over the term of the term loan agreement. On November 1, 2021, the Company entered into an asset purchase agreement with CIVIX LLC, a Delaware limited liability company (“CIVIX”). Pursuant to the purchase agreement, the Company acquired certain intangible assets, including CIVIX’s intellectual property and customer relationships. Pursuant to the purchase agreement terms, the Company completed the purchase for $2.0 million paid in cash. The related acquisition costs were insignificant to the Company’s financial statements. On December 15, 2021, the Company entered into a merger agreement with Founder SPAC (“FOUN”), a Special Purpose Acquisition Company (the “Mergers”). The Mergers are subject to approval by stockholders of the Company and FOUN. On December 22, 2021, the Company entered into a $20.0 million term loan agreement secured by a third lien on all assets of the Company including accounts receivable, intellectual property and general intangibles. The loan matures on December 22, 2022. The term loan bears an interest rate of 15.00%. Pursuant to the term loan agreement, the Company entered into warrant agreements and issued common unit purchase warrants under the condition that if the Company does not repay the term loans on or prior to the maturity date, the lender receives right to purchase up to (i) the number of the Company’s common units worth $2.0 million if the Company consummates a merger transaction with a special purpose acquisition company (the “SPAC Transaction”) on or before the maturity date or (ii) 54,600 units of the Company’s common units in case the SPAC Transaction is not consummated on or before the maturity date, at the exercise price of $0.01 any time after the maturity date prior to the earlier of the date principal and interest on all outstanding term loans under this term loan agreement are repaid or the tenth anniversary of the issuance date. If the Company repays the term loan on or prior to the maturity date, the warrants will automatically terminate and be void and no warrant share will be exercisable. The Company capitalized $0.8 million in deferred debt charges that will be expensed over the term of the term loan agreement. | Note 21— Subsequent events Subsequent events have been evaluated through September 10, 2021, the date these financial statements were available to be issued. On March 24, 2021, the Company amended its Revolving Line of Credit agreement and modified the calculation of qualified billed and unbilled receivables. The amendment incrementally increased the qualified unbilled receivables resulting in additional availability on the Revolving Line of Credit. On March 24, 2021, the Company amended the term loan agreement, increasing the principal amount of the facility to $60.0 million and deferring principal payments to July 2021. The loan matures the earlier of March 29, 2024 or the maturity date under the Revolving Credit Facility (see Note 4). The term loan bears an interest rate of LIBOR plus 9.50%. The term loan agreement includes covenants for minimum qualified billed and unbilled receivables. The Company committed to minimum equity raise of $100 million, which if not completed by July 31, 2021, could require the use of available funds under the Line of Credit as collateral by an amount up to $20 million. The Company did not meet the qualifying equity raise. The Company believes that any reduction would not impact the Company’s ability to meet its liquidity requirements over the next twelve months. The Company capitalized an additional $0.8 million in deferred debt charges that will be expensed over the term of the term loan agreement. On March 30, 2021, $1.0 million of the PPP loans, plus accrued interest, was forgiven by the SBA. On June 10, 2021, the remaining $9.8 million of the PPP loans, plus accrued interest, was forgiven by the SBA. In May 2021, June 2021, and August 2021, the Company received a total of $32.5 million from warrant holders in exchange for 1,151,193 Series E units. |
Nature of operations and summar
Nature of operations and summary of significant accounting policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Rubicon Technologies, LLC and Subsidiaries [Member] | Rubicon [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Nature of operations and summary of significant accounting policies | Note 1— Nature of operations and summary of significant accounting policies Nature of Operations Rubicon provides a data-centric approach to its sustainable waste and recycling solutions. As such, Rubicon provides comprehensive management of customers’ waste streams through innovative, cost-saving waste and recycling solutions throughout the United States and Canada. Rubicon provides consultation and management services to customers for waste removal, waste management, logistics, and recycling solutions. Consultation and management services include planning, consolidation of billing and administration, cost savings analyses, and vendor performance monitoring and management. The combination of Rubicon’s technology and services provides a holistic audit of customer waste streams. Rubicon also provides logistics services and markets and resells recyclable commodities. Basis of Presentation and Consolidation In the opinion of management, the Company has prepared the accompanying unaudited condensed consolidated financial statements on a basis substantially consistent with the audited consolidated financial statements of the Company as of and for the year ended December 31, 2020. These condensed consolidated financial statements include all adjustments consisting of only normal recurring adjustments, necessary for a fair statement of the results of the interim periods presented. The Company’s condensed consolidated financial statements include the accounts of Rubicon Technologies, LLC, and subsidiaries. The Company’s condensed consolidated financial statements reflect the elimination of all significant inter-company accounts and transactions. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for any subsequent quarter or for the entire year ending December 31, 2021. The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report for the fiscal year ended December 31, 2020. Segments Use of Estimates Revenue Recognition Management reviews contracts and agreements the Company has with its waste generators and haulers, and performs an extensive evaluation to consider the most appropriate manner in accordance with ASC 606-10, Revenue Recognition: Principal Agent Considerations Judgment is required in evaluating the presentation of revenue on a gross versus net basis based on whether the Company controls the service provided to the end-user and are the principal in the transaction (gross), or the Company arranges for other parties to provide the service to the end-user and are the agent in the transaction (net). Management has concluded that the Company is the principal in most arrangements as it controls the waste removal service and is the primary obligor in the transactions. Cost of Revenue, exclusive of amortization and depreciation Cost of recyclable commodity revenues primarily consists of expenses related to purchase of old corrugated cardboard (OCC), old newsprint (ONP), aluminum, glass and other recyclable materials, and any associated transportation fees. The Company recognizes the cost of revenue exclusive of any amortization or depreciation of technology costs, which are recognized in operating expense on the condensed consolidated statements of operations. Cash and Cash Equivalents Contract Balances 55.2 43.4 43.3 Contract liabilities (deferred revenue) consists of amounts collected prior to having satisfied the performance obligation. The Company periodically invoices customers for recurring front load services in advance on a monthly basis. As of September 30, 2021 and December 31, 2020, the Company had deferred revenue balances of $ 3.6 4.0 3.6 Accrued Hauler Expenses Fair Value Measurements The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, and accounts payable. The carrying amount of cash and cash equivalents, accounts receivable and accounts payable approximate fair value because of the short-term nature of these items. Customer Acquisition Costs The Company makes certain expenditures related to acquiring contracts for future services. These expenditures are capitalized and amortized in proportion to the expected future revenue from the customer, which in most cases results in straight-line amortization over the life of the customer. Amortization of these customer incentive costs is presented within amortization and depreciation on the statements of operations. Total customer acquisition costs capitalized as of September 30, 2021 were insignificant. Total customer acquisition costs capitalized as of September 30, 2020 totaled $ 0.5 0.3 0.3 1.6 1.1 | Note 1— Nature of operations and summary of significant accounting policies Nature of Operations Advanced Hauler, LLC and Rubicon Public Sector, LLC, Delaware limited liability companies, were organized on November 1, 2010, and contributed to Rubicon Technologies, LLC as wholly-owned subsidiaries upon formation on April 11, 2011. Subsequent to organization, Rubicon Technologies, LLC formed additional subsidiaries for the purpose of conducting business in various sectors that have been dissolved. Operations for the years ended December 31, 2020 and 2019 were primarily through Rubicon Global, LLC. Rubicon Technologies, LLC and all subsidiaries are hereafter referred to as “Rubicon” or the “Company.” Rubicon provides a data-centric approach to its sustainable waste and recycling solutions. As such, Rubicon provides comprehensive management of customers’ waste streams through innovative, cost-saving, waste and recycling solutions throughout the United States and Canada. Rubicon provides consultation and management services to customers for waste removal, waste management, logistics, and recycling solutions. Consultation and management services include planning, consolidation of billing and administration, cost savings analyses, and vendor performance monitoring and management. The combination of Rubicon’s technology and services provides a holistic audit of customer waste streams. Rubicon also provides logistics services and markets and resells recyclable commodities. Principles of Consolidation Segments Basis of Accounting Use of Estimates Revenue Recognition Revenue from Contracts with Customers (Topic 606) Pursuant to ASC 606, the Company applies the following five-step model: 1. Identify the contract(s) with a customer. 2. Identify the performance obligation(s) in the contract. 3. Determine the transaction price. 4. Allocate the transaction price to the performance obligations in the contract. 5. Recognize revenue when (or as) the Company satisfies a performance obligation. The Company recognizes service revenue over time, consistent with efforts performed and when the customer simultaneously receives and consumes the benefits provided by the Company’s services. The Company recognizes recyclable commodity revenue point in time when the ownership, risks and rewards transfer. The Company derives its revenue from waste removal, waste management and consultation services, platform subscriptions, and the purchase and sale of recyclable commodities. Service Revenue Service revenues are comprised of waste removal and consultation services provided to customers for waste, recycling and logistics solutions. Services include planning, consolidation of billing and administration, cost savings analyses, vendor procurement and performance management, and a suite of solutions providing insights to the customers’ waste streams. In general, fees are billed, and revenue is recognized over time as control is transferred. Revenue is measured as the amount of consideration the Company expects to receive in exchange for providing a service. The Company bills for certain services prior to performance. Such services include, among others, certain commercial and residential contracts and equipment rentals. These advance billings are included in contract liabilities and recognized as revenue in the period service is provided. Recyclable Commodity Revenue The Company recognizes recyclable commodity revenue through the purchase and sale of old corrugated cardboard (OCC), old newsprint (ONP), aluminum, glass and other recyclable materials at market prices. In certain instances, the Company issues recycling rebates to its customers, which can be based on the price received upon the final sale of recycled commodities, a fixed contractual rate or other measures. The Company also receives rebates when it disposes of recycled commodities at third-party facilities. The fees received are based primarily on the market, type and volume or weight of the materials sold. In general, fees are billed, and revenue is recognized when control is transferred. Revenue recognized under these agreements is variable in nature based on the volume and type of materials sold. In addition, the amount of revenue recognized is based on commodity prices at the time of sale, which are unknown at contract inception. Management reviews contracts and agreements the Company has with its waste generators and haulers, and performs an extensive evaluation to consider the most appropriate manner in accordance with ASC 606-10 , Revenue Recognition: Principal Agent Considerations Judgment is required in evaluating the presentation of revenue on a gross versus net basis based on whether the Company controls the service provided to the end-user and are the principal in the transaction (gross), or the Company arranges for other parties to provide the service to the end-user and are the agent in the transaction (net). Management concluded that Rubicon is the principal in most arrangements as the Company controls the waste removal service and are the primary obligor in the transactions. Cost of Revenue, exclusive of amortization and depreciation Cost of recyclable commodity revenues primarily consists of expenses related to purchase of old corrugated cardboard (OCC), old newsprint (ONP), aluminum, glass and other recyclable materials, and any associated transportation fees. The Company recognizes the cost of revenue exclusive of any amortization or depreciation of technology costs, which are recognized in operating expense on the consolidated statements of operations. Cash and Cash Equivalents Accounts Receivable Based on management’s assessment, the Company provides for estimated uncollectible amounts through a charge to operations and a credit to an allowance for doubtful accounts. Balances that remain outstanding after the Company has used reasonable collection efforts are written off through a charge to the allowance and a credit to accounts receivable. As of December 31, 2020 and 2019, the allowance for doubtful accounts was $ 7.1 5.9 Contract Balances Contract assets represent the Company’s right to consideration based on satisfied performance obligations from contracts with customers but have not yet been billed to the customer. Accounting for contract assets requires estimates and assumptions regarding the quantity of waste collected by their vendors. The Company estimates quantities using historical transaction and market data based on the waste stream composition, equipment type, and equipment size. During the years ended December 31, 2020 and 2019, the Company recognized the following changes to contract assets (in thousands): Schedule Of Contract Assets Balance, January 1, 2019 $ 43,362 Invoiced to customers in the current period (42,677 ) Changes in estimate related to prior period (685 ) Estimated accrual related to current period 55,088 Balance, December 31, 2019 55,088 Invoiced to customers in the current period (56,892 ) Changes in estimate related to prior period 1,804 Estimated accrual related to current period 43,357 Balance, December 31, 2020 $ 43,357 Contract liabilities consists of amounts collected prior to having satisfied the performance obligation. The Company periodically invoices customers for recurring front load services in advance on a monthly basis. During the year ended December 31, 2020, the Company recognized $ 2.9 1.8 Accrued Hauler Expenses During the years ended December 31, 2020 and 2019, the Company recognized the following changes to accrued hauler expenses (in thousands): Schedule Of Accrued Hauler Expenses Balance, January 1, 2019 $ 41,168 Invoiced by vendors in the current period (40,401 ) Changes in estimate related to prior period (767 ) Estimated accrual related to current period 41,339 Balance, December 31, 2019 41,339 Invoiced by vendors in the current period (43,288 ) Changes in estimate related to prior period 1,949 Estimated accrual related to current period 37,429 Balance, December 31, 2020 $ 37,429 Fair Value Measurements Level 1 – Valuations for financial assets and financial liabilities traded in active exchange markets, such as the New York Stock Exchange. Level 2 – Valuations are obtained from readily available pricing sources via independent providers for market transactions involving similar financial assets and financial liabilities. Level 3 – Valuations for financial assets and financial liabilities that are derived from other valuation methodologies, including option pricing models, discounted cash flow models, and similar techniques and not based on market exchange, dealer, or broker traded transactions. Level 3 valuations incorporate certain assumptions and projections in determining the fair value assigned to such financial assets or financial liabilities. The compensation costs recorded in conjunction with phantom units issued under the terms of the Company’s Unit Appreciation Rights Plan are recorded at fair value and remeasured periodically based on the then assessed fair value and adjusted if necessary. The increases or decreases in the fair value of phantom units are based on the number of units granted, forfeited, and vested during the period along with changes in the Company’s fair market value. As the fair value measure is based on significant inputs that are not observable in the market, it is categorized as Level 3. The contingent consideration and earnout liabilities related to business combinations are recorded at fair value and remeasured periodically based on the then assessed fair value and adjusted if necessary. The increases or decreases in the fair value are based on significant inputs that are not observable in the market and are categorized as Level 3. Property and Equipment 1.6 1.3 Lives used for depreciation calculations are as follows: Live Used For Depreciation Computers, equipment and software 3 - 5 years Furniture and fixtures 3 - 5 years Customer equipment 3 - 10 years Leasehold improvements Lesser of useful life or remaining lease term Leases Lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement, net of any future tenant incentives. The Company’s lease terms may include options to extend or terminate the lease. Periods beyond the noncancelable term of the lease are included in the measurement of the lease liability when it is reasonably certain that the Company will exercise the associated extension option or waive the termination option. The Company reassesses the lease term if and when a significant event or change in circumstances occurs within the control of the Company. As most of the Company’s leases do not provide an implicit rate, the net present value of future minimum lease payments is determined using the Company’s incremental borrowing rate. The Company’s incremental borrowing rate is an estimate of the interest rate the Company would have to pay to borrow on a collateralized basis with similar terms and payments. The lease ROU asset is recognized based on the lease liability, adjusted for any rent payments or initial direct costs incurred or tenant incentives received prior to commencement. Lease expenses for minimum lease payments for operating leases are recognized on a straight-line basis over the lease term. The Company has entered into subleases or has made decisions and taken actions to exit and sublease certain unoccupied leased office space. Similar to other long-lived assets discussed below, management tests ROU assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. For leased assets, such circumstances would include the decision to leave a leased facility prior to the end of the minimum lease term or subleases for which estimated cash flow do not fully cover the costs of the associated lease. Advertising 2.1 2.7 Goodwill and Intangible Assets The Company evaluates and tests the recoverability of its goodwill for impairment at least annually during its fourth quarter of each fiscal year or more often if and when circumstances indicate that goodwill may not be recoverable. During the year ended December 31, 2020, the Company considered the impacts of COVID-19 pandemic as qualitative factors in the annual goodwill impairment test. Based on the cumulative evidence, management concluded the qualitative indicators did not meet the more likely than not threshold; thus, no impairment losses were recorded for the year ended December 31, 2020. During the year ended December 31, 2019, no triggering events occurred that required goodwill impairment testing and, accordingly, no impairment losses were recorded. Impairment of Long-Lived Assets no Debt Issuance Costs Customer Acquisition Costs The Company makes certain expenditures related to acquiring contracts for future services. These expenditures are capitalized and amortized in proportion to the expected future revenue from the customer, which in most cases results in straight-line amortization over the life of the customer. Amortization of these customer acquisition costs is presented within amortization and depreciation on the statements of operations. Total customer acquisition costs capitalized for the years ended December 31, 2020 and 2019 totaled $ 0.5 2.5 1.5 1.6 Net loss per common unit The diluted net loss per unit attributable to common unit holders is computed by giving effect to all potential dilutive common unit equivalents outstanding for the period. The dilutive effect of these potential common units is reflected in diluted earnings per unit by application of the treasury stock method. The dilutive effect of outstanding warrants is reflected in diluted earnings per unit by application of the if-converted method. For purposes of this calculation, unvested incentive units and any outstanding warrants are considered common stock equivalents but have been excluded from the calculation of diluted net loss per common unit as their effect is antidilutive. Income Taxes The consolidated financial statements include a provision for income taxes related to the acquisition of RiverRoad Waste Solutions, Inc. (“RiverRoad”), a C-Corporation, on June 22, 2018 (see Note 14). RiverRoad is subject to both state and federal income tax, and both the state and federal tax obligations associated with RiverRoad are reflected in the accompanying consolidated balance sheets as a component of accrued liabilities. The Company accounts for income taxes using the asset and liability method. This approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities. The Company has adopted guidance issued by the FASB that clarifies the accounting for uncertainty in tax positions taken or expected to be taken on a tax return and provides that the tax effects from an uncertain tax position can be recognized in the financial statements only if, based on its merits, the position is more likely than not to be sustained on audit by taxing authorities. The Company recognizes interest and penalties related to income tax matters, including those related to uncertain tax positions, in income tax expense. Under the guidance, the Company first determines whether it would more likely than not sustain its position if it were analyzed with full knowledge of all the relevant facts and other information. For those tax positions that meet this threshold, the Company measures the amount of tax benefit based on the largest amount of tax benefit that the Company has a greater than 50% chance of realizing in a final settlement with the relevant authority. Those tax positions failing to qualify for initial recognition are recognized in the first interim period in which they meet the more likely than not standard, or are resolved through negotiation or litigation with the taxing authority, or upon expiration of the statute of limitations. At December 31, 2020 or 2019, the Company has no tax positions that meet this threshold and, therefore, has not recognized any adjustments. |
Recent accounting pronouncement
Recent accounting pronouncements | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Rubicon Technologies, LLC and Subsidiaries [Member] | Rubicon [Member] | ||
Recent accounting pronouncements | Note 2— Recent accounting pronouncements Accounting pronouncements adopted during 2021 In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017- 04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, The new accounting guidance also simplifies the accounting for income taxes by (i) requiring an entity to recognize franchise tax that is partially based on income as an income-based tax and account for any incremental amount incurred as a non-income-based tax, (ii) requiring that an entity evaluate when a step up in the tax basis of goodwill should be considered part of the business combination in which the book goodwill was originally recognized and when it should be considered a separate transaction, (iii) specifying that an entity is not required to allocate the consolidated amount of current and deferred tax expense to a legal entity that is not subject to tax in its separate financial statements, (iv) requiring that an entity reflect the effect of an enacted change in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date, and (v) making minor Codification improvements for income taxes related to employee stock ownership plans and investments in qualified affordable housing projects accounted for using the equity method. The new standard was effective beginning in January 2021. Accounting pronouncements issued, but not adopted as of September 30, 2021 In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments | Note 2— Recent accounting pronouncements Accounting pronouncements adopted during 2020 In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), and the related amendments, to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Under the new guidance, a lessee is required to recognize assets and liabilities for leases with lease terms of more than 12 months. The Company adopted ASU 2016-02 as of January 1, 2019 using the modified retrospective approach, which allows the Company to apply Accounting Standards Codification (ASC) 840, Leases, in the comparative periods presented in the year of adoption. Accordingly, the comparative periods and disclosures have not been restated. The cumulative effect of adoption was recorded as an adjustment to the opening balance sheet in the period of adoption. As part of the adoption of ASC 842, the Company elected to adopt certain of the optional practical expedients, including the package of practical expedients which, among other things, gives us the option to not reassess: 1) whether expired or existing contracts are or contain leases; 2) the lease classification for expired or existing leases; and 3) initial direct costs for existing leases. The Company also elected the practical expedient to not record lease right-of-use (“ROU”) assets and lease obligations for leases with terms of 12 months or less. The Company also elected the practical expedient to not separate lease and non-lease components, which allows it to account for lease and non-lease components as a single lease component. Finally, the Company also elected the hindsight practical expedient in its determination of the lease term for existing leases; therefore, the original lease terms, as determined under ASC 840, were updated in the calculation of the Company’s initial ASC 842 lease liabilities. Adoption of the new standard resulted in the recognition of operating lease ROU assets of approximately $ 5.0 1.0 6.9 Accounting pronouncements issued, but not adopted during as of December 31, 2020 In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017- 04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, The new accounting guidance also simplifies the accounting for income taxes by (i) requiring an entity to recognize franchise tax that is partially based on income as an income-based tax and account for any incremental amount incurred as a non-income-based tax, (ii) requiring that an entity evaluate when a step up in the tax basis of goodwill should be considered part of the business combination in which the book goodwill was originally recognized and when it should be considered a separate transaction, (iii) specifying that an entity is not required to allocate the consolidated amount of current and deferred tax expense to a legal entity that is not subject to tax in its separate financial statements, (iv) requiring that an entity reflect the effect of an enacted change in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date, and (v) making minor Codification improvements for income taxes related to employee stock ownership plans and investments in qualified affordable housing projects accounted for using the equity method. The Company will adopt ASU 2017-04 on January 1, 2021. The Company does not believe the adoption of this ASU will have a significant impact to the Company’s financial statements. RUBICON TECHNOLOGIES, LLC AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2020 AND 2019 |
Property and equipment
Property and equipment | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Rubicon Technologies, LLC and Subsidiaries [Member] | Rubicon [Member] | ||
Property and equipment | Note 3— Property and equipment Property and equipment, net is comprised of the following as of September 30, 2021 and December 31, 2020 (in thousands): Property, Plant and Equipment September 30, December 31, Computers, equipment and software $ 2,811 $ 2,431 Customer equipment 989 913 Furniture and fixtures 1,367 1,130 Leasehold improvements 3,679 3,020 8,846 7,494 Less accumulated amortization and depreciation (6,395 ) (5,205 ) Property and equipment, net $ 2,451 $ 2,289 Property and equipment amortization and depreciation expense reflected in operating expense for the three months ended September 30, 2021 and 2020 was $ 0.4 0.4 1.2 1.2 | Note 3— Property and equipment Property and equipment, net is comprised of the following at December 31 (in thousands): Property, Plant and Equipment 2020 2019 Computers, equipment and software $ 2,431 $ 1,846 Customer equipment 913 295 Furniture and fixtures 1,130 1,130 Leasehold improvements 3,020 2,935 7,494 6,206 Less accumulated amortization and depreciation (5,205 ) (3,572 ) Property and equipment, net $ 2,289 $ 2,634 Property and equipment amortization and depreciation expense for the years ended December 31, 2020 and 2019 totaled $ 1.6 1.4 |
Debt
Debt | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Rubicon Technologies, LLC and Subsidiaries [Member] | Rubicon [Member] | ||
Debt | Note 4— Debt Revolving Credit Facility 60.0 December 31, 2022 4.50 6.00 6.00 0.70 Debt – Modifications and Extinguishments The Revolving Credit Facility requires a lockbox arrangement, which provides for receipts to be swept daily to reduce borrowings outstanding at the discretion of lender. This arrangement, combined with the existence of the subjective acceleration clause in the Line of Credit agreement, necessitates the Line of Credit be classified as a current liability on the condensed consolidated balance sheets. The acceleration clause allows for amounts due under the facility to become immediately due in the event of a material adverse change in the Company’s business condition (financial or otherwise), operations, properties or prospects, change of management, or change in control. As of September 30, 2021, the Company’s total outstanding borrowings under the Line of credit were $ 25.0 35.0 29.4 21.3 Term Loan Facility 60.0 1.5 30.0 100.0 20.0 During the nine months ended September 30, 2021, the Company received $ 32.5 1,083,008 30.0 The amended loan matures the earlier of March 29, 2024 or the maturity date under the Revolving Credit Facility. The amended term loan bears an interest rate of LIBOR plus 9.50 In accordance with ASC 470-50, Debt – Modifications and Extinguishments 0.8 Amortization of deferred debt charges were $ 0.1 0.4 0.2 0.5 Components of debt were as follows (in thousands): Schedule Of Components Of Debt September 30, December 31, Term loan balance $ 58,500 $ 48,524 Less unamortized loan origination costs (1,035 ) (820 ) Total borrowed 57,465 47,704 Less short-term loan balance (5,174 ) (680 ) Long-term loan balance $ 52,291 $ 47,024 At September 30, 2021, the aggregate maturities of long-term debt for the remainder of 2021 and subsequent years are as follows (in thousands): Schedule of Maturities of Long-term Debt Fiscal Years Ending December 31, 2021 $ 1,500 2022 6,000 2023 6,000 2024 45,000 Total $ 58,500 PPP Loans 10.8 2 1 The SBA Loans were eligible for forgiveness as part of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) approved by the U.S. Congress on March 27, 2020, if certain requirements were met. The Company applied for forgiveness with the SBA in December 2020, in which on March 30, 2021 the SBA forgave the principal balance and associated accumulated interest of one of the two SBA Loans in full. As a result, the Company recognized $ 1.0 9.9 2.0 The Company elected to repay $ 2.3 0 Interest expense related to the Revolving Credit Facility, Term Loan Facility, and PPP Loan was $ 2.6 7.5 2.1 5.8 | Note 4— Debt Revolving Credit Facility 60.0 December 31, 2021 4.50 60.0 December 31, 2022 0.70 Debt – Modifications and Extinguishments The Revolving Credit Facility requires a lockbox arrangement, which provides for receipts to be swept daily to reduce borrowings outstanding at the discretion of lender. This arrangement, combined with the existence of the subjective acceleration clause in the Line of Credit agreement, necessitates the Line of Credit be classified as a current liability on the consolidated balance sheets. The acceleration clause allows for amounts due under the facility to become immediately due in the event of a material adverse change in the Company’s business condition (financial or otherwise), operations, properties or prospects, change of management, or change in control. As of December 31, 2020, the Company’s total outstanding borrowings under the Line of credit were $ 29.4 21.3 36.0 10.0 The Company capitalized $ 1.8 0.6 0.6 Term Loan Facility 20.0 9.00 On February 27, 2020, the Company amended the term loan agreement, increasing the principal amount of the facility to $ 40.0 March 29, 2024 9.50 Debt – Modifications and Extinguishments 0.6 0.7 0.3 Components of debt were as follows (in thousands): Schedule Of Components Of Debt As of December 31, 2020 2019 Term loan balance $ 48,524 $ 20,000 Less unamortized loan origination costs (820 ) (889 ) Total borrowed 47,704 19,111 Less short-term loan balance (680 ) (1,063 ) Long-term loan balance $ 47,024 $ 18,048 At December 31, 2020, the aggregate maturities of long-term debt for the next five years are as follows (in thousands): Schedule of Maturities of Long-term Debt Fiscal Years Ending December 31, 2021 $ 1,500 2022 2,000 2023 2,000 2024 43,024 Total $ 48,524 Interest expense related to the Revolving Credit Facility, Term Loan Facility, and Paycheck Protection Program Loan (“PPP Loan”) (see Note 5) was $ 8.2 4.5 |
Contingencies and uncertainties
Contingencies and uncertainties/COVID-19 Pandemic | 12 Months Ended |
Dec. 31, 2020 | |
Rubicon Technologies, LLC and Subsidiaries [Member] | Rubicon [Member] | |
Contingencies and uncertainties/COVID-19 Pandemic | Note 5— Contingencies and uncertainties/COVID-19 Pandemic On January 30, 2020, the World Health Organization declared the coronavirus “COVID-19” outbreak a “Public Health Emergency of International Concern” and on March 11, 2020, declared it to be a pandemic. Actions taken around the world to help mitigate the spread of COVID-19 include restrictions on travel, quarantines, or “stay-at-home” restrictions in certain areas and forced closures for certain types of public places and businesses. COVID-19 and actions taken to mitigate it have had and are expected to continue to have an adverse impact on the economies and financial markets globally, including the geographical areas in which the Company operates. While it is unknown how long these conditions will last and what the complete financial impact will be, the Company is closely monitoring the impact of the COVID-19 pandemic on all aspects of the business and are unable at this time to predict the continued impact that COVID-19 will have on their business, financial position, and operating results in future periods due to numerous uncertainties. The Company received loans under the Paycheck Protection Program for an amount totaling $ 10.8 1 The Paycheck Protection Program Flexibility Act of 2020 (Flexibility Act) extended the deferral period for borrower payments of principal, interest, and fees on all PPP Loans to the date that SBA remits the borrower’s loan forgiveness amount to the lender (or if the borrower does not apply for loan forgiveness, ten months after the end of the borrower’s loan forgiveness covered period). Previously, the deferral period could end after six months. Presently, the SBA and other government communications have indicated that all loans in excess of $ 2 Upon updated guidance from the SBA, the Company elected to repay $ 2.3 8.5 |
Accrued expenses
Accrued expenses | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Rubicon Technologies, LLC and Subsidiaries [Member] | Rubicon [Member] | ||
Accrued expenses | Note 5— Accrued expenses Accrued expenses consist of the following as of September 30, 2021 and December 31, 2020 (in thousands): Schedule of Accounts Payable and Accrued Liabilities September 30, December 31, Accrued hauler expenses $ 43,042 $ 37,429 Accrued compensation 7,684 8,783 Accrued income taxes 33 61 Other accrued expenses 3,926 2,717 Total accrued expenses $ 54,685 $ 48,990 | Note 6— Accrued expenses Accrued expenses consist of the following at December 31 (in thousands): Schedule of Accounts Payable and Accrued Liabilities 2020 2019 Accrued hauler expenses $ 37,429 $ 41,339 Accrued compensation 8,783 6,385 Accrued income taxes 61 39 Other accrued expenses 2,717 2,090 Total accrued expenses $ 48,990 $ 49,853 |
Goodwill and other intangibles
Goodwill and other intangibles | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Rubicon Technologies, LLC and Subsidiaries [Member] | Rubicon [Member] | ||
Goodwill and other intangibles | Note 6— Goodwill and other intangibles There were no additions to goodwill for the year ended December 31, 2020 or the nine months ended September 30, 2021. No impairment of goodwill was identified for the year ended December 31, 2020 and the nine months ended September 30, 2021. Intangible assets consisted of the following (in thousands, except years): Schedule of Intangible Assets and Goodwill September 30, 2021 Useful Life Gross Accumulated Amortization Net Trade Name 5 $ 728 $ (728 ) $ - Customer and hauler relationships 2 to 8 20,976 (8,942 ) 12,034 Non-competition agreements 3 to 4 550 (452 ) 98 Technology 3 1,197 (1,197 ) - 23,451 (11,319 ) 12,132 Domain Name Indefinite 835 - 835 $ 24,286 $ (11,319 ) $ 12,967 December 31, 2020 Useful Life Gross Accumulated Amortization Net Trade Name 5 $ 728 $ (719 ) $ 9 Customer and hauler relationships 2 to 8 20,976 (7,023 ) 13,953 Non-competition agreements 3 to 4 550 (349 ) 201 Technology 3 1,197 (997 ) 200 23,451 (9,088 ) 14,363 Domain Name Indefinite 785 - 785 $ 24,236 $ (9,088 ) $ 15,148 Amortization expense for intangible assets was $ 0.7 0.8 2.2 2.5 Schedule of Finite- Lived Intangible Assets, Future Amortization Expense Fiscal Years Ending December 31, 2021 $ 675 2022 2,623 2023 2,559 2024 2,559 2025 2,559 Thereafter 1,157 $ 12,132 | Note 7— Goodwill and other intangibles The Company holds certain intangible assets recorded in accordance with the accounting policies disclosed in Note 1. Intangible assets consisted of the following (in thousands): Schedule of Intangible Assets and Goodwill December 31, 2020 Useful Life Gross Accumulated Amortization Net Trade Name 5 $ 728 $ (719 ) $ 9 Customer and hauler relationships 2 to 8 20,976 (7,023 ) 13,953 Non-competition agreements 3 to 4 550 (349 ) 201 Technology 3 1,197 (997 ) 200 23,451 (9,088 ) 14,363 Domain Name Indefinite 785 - 785 $ 24,236 $ (9,088 ) $ 15,148 December 31, 2019 Useful Life Gross Accumulated Amortization Net Trade Name 5 $ 728 $ (545 ) $ 183 Customer and hauler relationships 2 to 8 20,976 (4,463 ) 16,513 Non-competition agreements 3 to 4 550 (211 ) 339 Technology 3 1,197 (599 ) 598 23,451 (5,818 ) 17,633 Domain Name Indefinite 567 - 567 $ 24,018 $ (5,818 ) $ 18,200 Amortization of intangible assets resulting from business combinations for the years ended December 31, 2020, and 2019 totaled $ 3.3 3.5 Schedule of Finite- Lived Intangible Assets, Future Amortization Expense Fiscal Years Ending December 31, 2021 $ 2,906 2022 2,623 2023 2,559 2024 2,559 2025 2,559 Thereafter 1,157 $ 14,363 Goodwill represents the excess of the purchase price in a business combination over the fair value of net assets acquired. Goodwill amounts are not amortized but are tested for impairment at least annually during the fourth quarter. The changes in the carrying amounts of goodwill, which is generally not deductible for tax purposes, were as follows (in thousands): Schedule Of Not Deductible For Tax Purposes Balance at December 31, 2019 $ 32,132 Balance at December 31, 2020 $ 32,132 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2020 | |
Rubicon Technologies, LLC and Subsidiaries [Member] | Rubicon [Member] | |
Leases | Note 8— Leases The Company leases its office facilities under operating lease agreements expiring through 2024. While each of the leases includes renewal options, the Company has only included the base lease term in its calculation of lease assets and liabilities as it is not reasonably certain to utilize the renewal options. The Company does not have any finance leases. Balance sheet information related to operating leases is as follows (in thousands): Lessee, Operating Lease, Disclosure December 31, 2020 Assets Right-of-use assets $ 3,884 Liabilities Current lease liabilities 1,412 Non-current lease liabilities 4,555 Total liabilities $ 5,967 Lease expense information related to operating leases is as follows (in thousands): Lessee, Operating Lease 2020 2019 Lease expense Operating lease expense $ 1,479 $ 1,442 Short-term lease expense 586 708 Less: Sublease income (605 ) - Total lease expense $ 1,459 $ 2,150 Lease expenses are included in “General and administrative” expenses in the Company’s consolidated statements of operations. The impact of the Company’s leases on the consolidated statements of cash flows is presented in the operating activities section, which mainly consisted of cash paid for operating lease liabilities of approximately $ 1.9 1.9 As of December 31, 2020, operating leases had a weighted-average remaining lease term of approximately 3.5 11.50 The following table presents information regarding the maturities of the undiscounted remaining operating lease payments, with a reconciliation to the amount of the liabilities representing such payments as presented in the December 31, 2020 Consolidated Balance Sheet (in thousands). Lessor, Operating Lease, Payment Years Ending December 31, 2021 $ 2,022 2022 2,021 2023 2,022 2024 2,021 Total minimum lease payments $ 8,086 Less: Imputed interest (2,331 ) Total operating lease liabilities $ 5,755 Operating lease amounts above do not include sublease income. The Company has entered into a sublease agreement with a third party. Under the agreement, the Company expects to receive sublease income of approximately $2.7 million in the next four years. |
Revenue
Revenue | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Rubicon Technologies, LLC and Subsidiaries [Member] | Rubicon [Member] | ||
Revenue | Note 7— Revenue The disaggregation of revenue is based on contract type. The following table presents revenue from contracts for the three and nine month periods ended September 30, 2021 and 2020 (in thousands): Schedule of Revenue Sources, Health Care Organization Three Months Ended Nine Months Ended 2021 2020 2021 2020 Service $ 127,256 $ 124,547 $ 365,511 $ 373,679 Recyclable Commodity 21,952 11,264 54,251 36,698 $ 149,208 $ 135,811 $ 419,762 $ 410,377 | Note 9 – Revenue The disaggregation of revenue is based on contract type. The following table presents revenue from contracts for the periods ended December 31, 2020 and 2019 (in thousands): Schedule of Revenue Sources, Health Care Organization December 31, 2020 2019 Service $ 490,122 $ 471,200 Recyclable Commodity 49,251 38,197 $ 539,373 $ 509,397 |
Members_ (deficit) equity
Members’ (deficit) equity | 2 Months Ended | 5 Months Ended | 9 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Subsidiary or Equity Method Investee [Line Items] | ||||
Members’ (deficit) equity | NOTE 8. STOCKHOLDER’S EQUITY Preferred Stock 1,000,000 0.0001 no Class A Ordinary shares 479,000,000 0.0001 no Class B Ordinary shares 20,000,000 0.0001 7,906,250 1,031,250 The shares of Class B ordinary shares will automatically convert into shares of Class A ordinary shares at the time of the Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like. In the case that additional shares of Class A ordinary shares, or equity linked securities, are issued or deemed issued in excess of the amounts offered in the Proposed Offering and related to the closing of a Business Combination, the ratio at which shares of Class B ordinary shares shall convert into shares of Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding shares of Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A ordinary shares issuable upon conversion of all shares of Class B ordinary shares will equal, in the aggregate, on an as converted basis, 20% of the sum of the total number of all shares of ordinary shares outstanding upon the completion of the Proposed Offering plus all shares of Class A ordinary shares and equity linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity linked securities issued, or to be issued, to any seller in a Business Combination, and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). Holders of Founder Shares may also elect to convert their shares of Class B ordinary shares into an equal number of shares of Class A ordinary shares, subject to adjustment as provided above, at any time. The Company may issue additional ordinary shares or preferred stock to complete its Business Combination or under an employee incentive plan after completion of its Business Combination. | NOTE 8. SHAREHOLDER’S EQUITY Preference Shares 1,000,000 0.0001 no Class A Ordinary Shares 479,000,000 0.0001 no Class B Ordinary Shares — 20,000,000 0.0001 7,906,250 The shares of Class B ordinary shares will automatically convert into shares of Class A ordinary shares at the time of the Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like. In the case that additional shares of Class A ordinary shares, or equity linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B ordinary shares shall convert into shares of Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding shares of Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A ordinary shares issuable upon conversion of all shares of Class B ordinary shares will equal, in the aggregate, on an as converted basis, 20% of the sum of the total number of all shares of ordinary shares outstanding upon the completion of the Initial Public Offering plus all shares of Class A ordinary shares and equity linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity linked securities issued, or to be issued, to any seller in a Business Combination, and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). Holders of Founder Shares may also elect to convert their shares of Class B ordinary shares into an equal number of shares of Class A ordinary shares, subject to adjustment as provided above, at any time. The Company may issue additional ordinary shares or preferred stock to complete its Business Combination or under an employee incentive plan after completion of its Business Combination. | ||
Rubicon Technologies, LLC and Subsidiaries [Member] | Rubicon [Member] | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Members’ (deficit) equity | Note 8— Members’ (deficit) equity Schedule of Stockholders Equity Authorized as of Held by Members as of September 30, December 31, September 30, December 31, Common units 34,438,298 34,438,298 9,440,108 9,440,108 Series A Preferred 4,834,906 4,834,906 4,834,906 4,834,906 Series B Preferred 6,820,450 6,820,450 6,774,923 6,774,923 Series C Preferred 3,142,815 3,142,815 3,141,500 3,141,500 Series D Preferred 2,816,403 2,816,403 2,787,707 2,787,707 Series E Preferred 7,451,981 7,451,981 6,530,128 5,447,120 59,504,853 59,504,853 33,509,272 32,426,264 The founding member holds 8,278,000 common units. During the nine months ended September 30, 2021, the Company received $ 32.5 1,083,008 Under the terms of the LLC Operating Agreement (“Agreement”), allocations of profits, losses, capital gains, and distributions are in the following priorities: Profits and Losses Distributions First, to members for tax distributions based on the highest applicable individual income tax rate applied to the allocation of net taxable income. Second, to preferred unit holders on a pro rata basis until each preferred unit holder has received aggregate distributions in full repayment of their capital contributions. Last, to preferred and common unit holders pro rata according to the number of units held by each member. The Agreement also contains provisions governing the sale of the founding member’s interest in certain circumstances. The Agreement also provides for certain limitations of liability of operating managers upon good faith distributions of funds in accordance with the Agreement and limits each member’s liability to their respective capital contribution. | Note 10— Members’ (deficit) equity Schedule of Stockholders Equity Authorized Held by Members 2020 2019 2020 2019 Common units 34,438,298 34,438,298 9,440,108 9,440,108 Series A Preferred 4,834,906 4,834,906 4,834,906 4,834,906 Series B Preferred 6,820,450 6,820,450 6,774,923 6,774,923 Series C Preferred 3,142,815 3,142,815 3,141,500 3,141,500 Series D Preferred 2,816,403 2,816,403 2,787,707 2,787,707 Series E Preferred 7,451,981 7,451,981 5,447,120 5,447,120 59,504,853 59,504,853 32,426,264 32,426,264 The founding member holds 8,278,000 common units. During the year ended December 31, 2019, the Company partially completed a Series E equity raise that included the issuance of 1,203,625 30.00 0.1 Under the terms of the LLC Operating Agreement (“Agreement”), allocations of profits, losses, capital gains, and distributions are in the following priorities: Profits and Losses Distributions First, to members for tax distributions based on the highest applicable individual income tax rate applied to the allocation of net taxable income. Second, to preferred unit holders on a pro rata basis until each preferred unit holder has received aggregate distributions in full repayment of their capital contributions. Last, to preferred and common unit holders pro rata according to the number of units held by each member. The Agreement also contains provisions governing the sale of the founding member’s interest in certain circumstances. The Agreement also provides for certain limitations of liability of operating managers upon good faith distributions of funds in accordance with the Agreement and limits each member’s liability to their respective capital contribution. |
Equity incentive plan
Equity incentive plan | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Rubicon Technologies, LLC and Subsidiaries [Member] | Rubicon [Member] | ||
Equity incentive plan | Note 10— Equity incentive plan The 2014 Profits Participation Plan and Unit Appreciation Rights Plan (“2014 Plan”) is a Board-approved plan. Under the 2014 Plan, the Company has the authority to grant incentive and phantom units to acquire common units. Unit awards generally vest at 25% of the units on the one year anniversary of continued employment, with the remaining 75% vesting in equal monthly installments over the next three years, unless otherwise specified. Incentive Units Management used the Black-Scholes-Merton option pricing model to determine the fair value of units issued during the nine months ended September 30, 2021. Incentive units granted in 2021 had a value $ 9.06 1.4 0.1 0.5 0.1 0.4 The following represents a summary of the Company’s incentive unit activity and related information for the nine months ended September 30, 2021: Schedule Of Incentive Unit Activity Units Outstanding - December 31, 2020 3,017,191 Granted 149,500 Forfeited/redeemed (29,183 ) Outstanding – September 30, 2021 3,137,508 Vested – September 30, 2021 2,872,225 A summary of nonvested incentive units and changes for the nine months ended September 30, 2021 follows: Schedule Of Non vested Incentive Units Units Weighted Average Grant Date Fair Value Nonvested - December 31, 2020 275,447 $ 3.91 Granted 149,500 9.06 Vested (130,481 ) 3.72 Forfeited/redeemed (29,183 ) 4.08 Nonvested - September 30, 2021 265,283 $ 6.89 As of September 30, 2021, there was $ 1.8 3.2 Additionally, the Company is authorized to issue phantom units to eligible employees under the terms of the Company’s Unit Appreciation Rights Plan. The Company estimates the fair value of the phantom units as of the end of each reporting period and expenses the vested fair market value of each award. The fair value of the phantom units is measured using the same independent valuation assessment as the incentive units. The Company did not award phantom units during the three and nine months ended September 30, 2021. Compensation cost recognized during the three and nine months ended September 30, 2021 was $ 0.6 2.9 0.1 0.2 | Note 12— Equity incentive plan The 2014 Profits Participation Plan and Unit Appreciation Rights Plan (“2014 Plan”) is a Board-approved plan. Under the 2014 Plan, the Company has the authority to grant incentive and phantom units to acquire common units. Unit awards generally vest at 25% of the units on the one year anniversary of continued employment, with the remaining 75% vesting in equal monthly installments over the next three years, unless otherwise specified. Incentive Units Management used the Black-Scholes-Merton option pricing model to determine the fair value of units issued during the years ended December 31, 2020 and 2019. Incentive units granted in 2020 had a value of $ 4.08 0.7 4.08 0.1 0.5 0.9 The assumptions used to calculate fair value of incentive units granted for the years ended December 31, 2020 and 2019 are as follows: Schedule Of Fair Value Of Incentive Grants As of December 31, 2020 2019 Expected dividend yield 0.00 % 0.00 % Risk-free interest rate 2.20 % 2.20 % Expected life in years 3.00 3.00 Expected volatility 28.70 % 28.70 % The following represents a summary of the Company’s incentive unit activity and related information for the years ended December 31, 2020 and 2019: Schedule Of Incentive Unit Activity Units Outstanding - January 1, 2019 3,043,225 Granted 17,758 Forfeited/redeemed (212,933 ) Outstanding - December 31, 2019 2,848,050 Granted 176,117 Forfeited/redeemed (6,976 ) Outstanding - December 31, 2020 3,017,191 Vested - December 31, 2020 2,741,744 A summary of nonvested incentive units and changes for the years ended December 31, 2020 and 2019 follows: Schedule Of Non vested Incentive Units Units Weighted Average Grant Date Fair Value Nonvested - January 1, 2019 757,228 $ 3.26 Granted 17,758 4.08 Vested (317,089 ) 2.78 Forfeited/redeemed (212,933 ) 3.96 Nonvested - December 31, 2019 244,964 3.49 Granted 176,117 4.08 Vested (138,659 ) 3.37 Forfeited/redeemed (6,976 ) 4.08 Nonvested - December 31, 2020 275,447 $ 3.91 As of December 31, 2020, there was $ 1.1 2.62 Additionally, the Company is authorized to issue phantom units to eligible employees under the terms of the Company’s Unit Appreciation Rights Plan. The Company estimates the fair value of the phantom units as of the end of each reporting period and expenses the vested fair market value of each award. During the years ended December 31, 2020 and 2019, the Company awarded 203,750 57,792 0.3 0.2 |
Employee Benefits Plan
Employee Benefits Plan | 12 Months Ended |
Dec. 31, 2020 | |
Rubicon Technologies, LLC and Subsidiaries [Member] | Rubicon [Member] | |
Employee Benefits Plan | Note 13— Employee Benefits Plan Employees are offered the opportunity to participate in the Company’s 401(k) Plan, which is intended to be a tax-qualified defined contribution plan under Section 401(k) of the Internal Revenue Code. Eligible employees may contribute up to $ 19,500 19,000 0.4 0.4 |
Net loss per common unit
Net loss per common unit | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Rubicon Technologies, LLC and Subsidiaries [Member] | Rubicon [Member] | ||
Net loss per common unit | Note 11— Net loss per preferred and common unit Basic net loss per share is computed by dividing net loss by the weighted average number of units outstanding for the period. Diluted net loss per unit is computed by giving effect to all potential dilutive common unit equivalents for the period. Basic and diluted net loss per share were the same for each period presented as the inclusion of all potential units outstanding would have been anti-dilutive. The following table sets forth the calculation of basic and diluted net loss per preferred and common unit during the periods presented: Schedule of Earnings Per Share, Basic and Diluted Three Months Ended Nine Months Ended 2021 2020 2021 2020 Net loss attributable to unitholders (in thousands) $ (18,128 ) $ (14,476 ) $ (42,831 ) $ (43,870 ) Weighted-average units used in computing net loss per unit, basic and diluted 33,470,258 32,426,264 32,893,635 32,426,264 Net loss per preferred unit, basic and diluted $ (0.54 ) $ (0.45 ) $ (1.30 ) $ (1.35 ) Net loss per common unit, basic and diluted $ (0.54 ) $ (0.45 ) $ (1.30 ) $ (1.35 ) Incentive units described in Note 10 do not participate in losses and have been excluded from the net loss per common unit. Due to their antidilutive effect, the following securities have been excluded from diluted net income (loss) per unit for the periods indicated: Schedule of Earnings Per Share, Diluted As of As of Series E warrants issued and outstanding - 1,084,725 | Note 14— Net loss per common unit The following table sets forth the calculation of basic and diluted net loss per common unit during the periods presented: Schedule of Earnings Per Share, Basic and Diluted Year ended December 31, 2020 2019 Net loss attributable to common unit holders (in thousands) $ (58,583 ) $ (60,436 ) Weighted-average units used in computing net loss per common unit, basic and diluted 32,426,264 31,788,163 Net loss per common unit, basic and diluted $ (1.81 ) $ (1.90 ) Incentive units described in Note 12 do not participate in losses and have been excluded from the net loss per common unit. Due to their antidilutive effect, the following securities have been excluded from diluted net income (loss) per common unit for the periods indicated: Schedule of Earnings Per Share, Diluted As of December 31, 2020 2019 Series E warrants issued and outstanding 1,084,725 1,084,725 |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2020 | |
Rubicon Technologies, LLC and Subsidiaries [Member] | Rubicon [Member] | |
Acquisitions | Note 15— Acquisitions The Company accounts for business combinations using the acquisition method of accounting and accordingly, the identifiable assets acquired and liabilities assumed are recorded based upon management’s estimates of current fair values as of the acquisition date. The estimation process includes analyses based on income and market approaches. Goodwill represents the excess purchase price over the fair value of net assets, including the amount assigned to identifiable intangible assets. The goodwill generated is due in part to the synergies that are not included in the fair value of identifiable intangible assets. Identifiable intangible assets with finite lives are amortized over their useful lives. Acquisition-related costs, including advisory, legal, accounting, valuation, and other costs, are expensed in general and administrative expenses in the periods in which the costs are incurred. The results of operations of acquired businesses are included in the consolidated financial statements from the acquisition date. Computerized Waste Systems Pursuant to the terms of the Purchase Agreement, the Company completed the acquisition for $0.9 million plus a performance-based earnout payment, with the initial $0.9 million being paid at closing. Payable at the end of the 12-month measurement period, the earnout payment consist of (a) $0.4 million multiplied by the ratio of (b) the final customer locations divided by base customer locations, not to exceed $0.4 million. In accordance with ASC 820, the fair value of future earnout payments related to the CWS acquisition is a Level 3 fair valued liability, which totaled $0.4 million as of December 31, 2018. During the year ended December 31, 2019, the company made earnout payment of $0.4 million to CWS and the remaining liability was $-0- as of December 31, 2020 and 2019. RiverRoad Waste Solutions Under the terms of the purchase agreement, the Company acquired the capital stock for an effective purchase price of $31.2 million in cash less a $1.7 million working capital adjustment. Additional $1.5 million of consideration was paid at the end of the 12-month period following the closing date. |
Income taxes
Income taxes | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Rubicon Technologies, LLC and Subsidiaries [Member] | Rubicon [Member] | ||
Income taxes | Note 12— Income taxes The Company’s quarterly tax provision is based upon an estimated annual effective tax rate. The Company’s provision for income taxes has not been historically significant to the business as the Company has incurred operating losses to date. The provision for income taxes consists primarily of state taxes in jurisdictions in which the Company conducts business. The Company’s benefit from income taxes was $ 0.3 0.4 1.4 2.4 1.0 1.1 2.2 2.4 | Note 16— Income taxes Deferred tax attributes resulting from differences between financial accounting amounts and tax basis of assets and liabilities follow (in thousands): Schedule of Deferred Tax Assets and Liabilities December 31, 2020 2019 Deferred tax assets (liabilities): Allowance for doubtful accounts $ 161 $ 40 Accrued vacation 21 15 Accrued bonuses 134 118 Interest expense limitation 1 - Lease liability 224 262 Intangible assets (2,835 ) (3,025 ) Net operating losses 1,523 712 Capitalized transaction costs 59 63 Right of use asset (209 ) (255 ) Depreciation (54 ) (162 ) Goodwill (922 ) (809 ) Deferred tax liability, net $ (1,897 ) $ (3,041 ) The provision for income taxes consists of the following (in thousands): Schedule of Components of Income Tax Expense December 31, 2020 2019 Current: Federal $ (437 ) $ (3 ) State 127 53 Total current (310 ) 50 Deferred: Federal (1,100 ) (351 ) State (44 ) (82 ) Total deferred (1,144 ) (433 ) Total income tax benefit (1,454 ) (383 ) Less: Pre-acquisition tax reimbursement - - Total income tax benefit $ (1,454 ) $ (383 ) The reconciliation between the federal statutory rate and the effective income tax rate is as follows: Schedule of Effective Income Tax Rate Reconciliation December 31, 2020 2019 Statutory U.S. federal tax rate 21.00 % 21.00 % State income taxes (net of federal benefit) -0.11 % 0.04 % Income passed through to Members -18.47 % -20.37 % Permanent differences 0.00 % -0.01 % Other 0.00 % - 0.03 % Effective income tax rate 2.42 % 0.63 % On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was enacted in response to the COVID-19 pandemic. The CARES Act, among other things, permits NOL carryovers and carrybacks to offset taxable income for taxable years beginning before 2021. In addition, the CARES Act allows NOLs incurred in 2018, 2019, and 2020 to be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes. The Company has evaluated the new tax provisions of the CARES Act and is planning to utilize the reinstated NOL carryback provisions for its subsidiary, RiverRoad. All other CARES Act provisions are determined to have an immaterial impact to the Company. Pursuant to the provisions of the CARES Act above, the RiverRoad subsidiary will be carrying back its Federal 2020 tax loss to tax year 2018. The estimated tax benefit for this carryback claim will be approximately $ 0.4 0.4 The provision for income taxes differs from the amount that would result from applying statutory rates because of differences in the deductibility of certain book and tax expenses. Significant book to tax temporary differences that result in taxable income to the Company for the year ended December 31, 2020 include accrued bonuses and accounts receivable allowances not deductible for tax purposes and variations between both amortization and depreciation methods. Goodwill related to the Company’s asset acquisitions in prior years is tax deductible and amortized over 15 years for tax purposes, but generally not amortized for book purposes. As such, a deferred tax liability is created from this indefinite-lived asset. As of December 31, 2020 and 2019, the net deferred tax liability on such indefinite-lived assets was $ 0.9 0.8 As of December 31, 2020, the Company had a federal net operating loss carryforward of $ 6.9 |
Concentrations
Concentrations | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Rubicon Technologies, LLC and Subsidiaries [Member] | Rubicon [Member] | ||
Concentrations | Note 15— Concentrations During the three and nine months ended September 30, 2021, the Company had two significant customers that accounted for approximately 31 29 28 28 27 23 | Note 19— Concentrations During the years ended December 31, 2020 and 2019, the Company had two significant customers that accounted for approximately 28 25 23 16 |
Liquidity
Liquidity | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Rubicon Technologies, LLC and Subsidiaries [Member] | Rubicon [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Liquidity | Note 16— Liquidity During the nine months ended September 30, 2021, and in each fiscal year since the Company’s inception, it has incurred net losses and generated negative cash flow from operations. The Company intends to fund its future operations and meet financial obligations through continued revenue growth along with new service offerings. Additionally, the Company is actively evaluating attractive avenues for growth, including potential acquisitions that would provide additional revenue. However, management believes that additional capital will be needed to support the Company’s growth and related cash flows generated from operations. Management plans to finance existing and future operations, product development, and acquisitions by raising additional capital through debt or equity financing. In management’s opinion, additional debt, or equity financing, combined with the availability of the Company’s line of credit, and certain cost reduction plans, will provide liquidity for the Company for at least one year. However, it is possible additional funding, if needed, may have terms that are less favorable to the Company than its existing terms. | Note 20— Liquidity During fiscal 2020, and in each fiscal year since the Company’s inception, it has incurred net losses and generated negative cash flow from operations. The Company intends to fund its future operations and meet financial obligations through continued revenue growth along with new service offerings. Additionally, the Company is actively evaluating attractive avenues for growth, including potential acquisitions that would provide additional revenue. However, management believes that additional capital will be needed to support the Company’s growth and related cash flows generated from operations. Management plans to finance existing and future operations, product development, and acquisitions by raising additional capital through debt or equity financing. In management’s opinion, additional debt or equity financing, combined with the availability of the Company’s line of credit, and certain cost reduction plans, will provide liquidity for the Company for at least one year. However, it is possible additional funding, if needed, may have terms that are less favorable to the Company than its existing terms. |
Net loss per preferred and comm
Net loss per preferred and common unit | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Rubicon Technologies, LLC and Subsidiaries [Member] | Rubicon [Member] | ||
Net loss per preferred and common unit | Note 11— Net loss per preferred and common unit Basic net loss per share is computed by dividing net loss by the weighted average number of units outstanding for the period. Diluted net loss per unit is computed by giving effect to all potential dilutive common unit equivalents for the period. Basic and diluted net loss per share were the same for each period presented as the inclusion of all potential units outstanding would have been anti-dilutive. The following table sets forth the calculation of basic and diluted net loss per preferred and common unit during the periods presented: Schedule of Earnings Per Share, Basic and Diluted Three Months Ended Nine Months Ended 2021 2020 2021 2020 Net loss attributable to unitholders (in thousands) $ (18,128 ) $ (14,476 ) $ (42,831 ) $ (43,870 ) Weighted-average units used in computing net loss per unit, basic and diluted 33,470,258 32,426,264 32,893,635 32,426,264 Net loss per preferred unit, basic and diluted $ (0.54 ) $ (0.45 ) $ (1.30 ) $ (1.35 ) Net loss per common unit, basic and diluted $ (0.54 ) $ (0.45 ) $ (1.30 ) $ (1.35 ) Incentive units described in Note 10 do not participate in losses and have been excluded from the net loss per common unit. Due to their antidilutive effect, the following securities have been excluded from diluted net income (loss) per unit for the periods indicated: Schedule of Earnings Per Share, Diluted As of As of Series E warrants issued and outstanding - 1,084,725 | Note 14— Net loss per common unit The following table sets forth the calculation of basic and diluted net loss per common unit during the periods presented: Schedule of Earnings Per Share, Basic and Diluted Year ended December 31, 2020 2019 Net loss attributable to common unit holders (in thousands) $ (58,583 ) $ (60,436 ) Weighted-average units used in computing net loss per common unit, basic and diluted 32,426,264 31,788,163 Net loss per common unit, basic and diluted $ (1.81 ) $ (1.90 ) Incentive units described in Note 12 do not participate in losses and have been excluded from the net loss per common unit. Due to their antidilutive effect, the following securities have been excluded from diluted net income (loss) per common unit for the periods indicated: Schedule of Earnings Per Share, Diluted As of December 31, 2020 2019 Series E warrants issued and outstanding 1,084,725 1,084,725 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 2 Months Ended | 5 Months Ended |
Jun. 30, 2021 | Sep. 30, 2021 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. All financial statements and information about events after April 30, 2021 are unaudited. The Company does not have sufficient liquidity to meet its anticipated obligations over the next year from the date of issuance of these financial statements. In connection with the Company’s assessment of going concern consideration in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the Company has access to funds from the Sponsor that are sufficient to fund the working capital needs of the Company until the earlier of the consummation of the Proposed Public Offering or one year from the date of issuance of these financial statements. | Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the period from April 26, 2021 (inception) through September 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the final prospectus and the Form 8-K filed by the Company with the SEC on October 20, 2021 and October 26, 2021, respectively. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash and cash equivalents as of June 30, 2021 (unaudited) and April 30, 2021. 0 Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. 0 | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Net Loss Per Ordinary Share | Net Loss Per Ordinary Share Net loss per share of ordinary shares is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 1,031,250 | Net Loss Per Ordinary Share Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period. At September 30, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. |
Deferred Offering Costs Associated with the Initial Public Offering | Deferred Offering Costs Associated with the Proposed Public Offering Deferred offering costs of legal, accounting, underwriting fees and other costs incurred that are directly related to the Proposed Public Offering will be charged to stockholder’s equity upon the completion of the Proposed Public Offering. Should the Proposed Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations. | Deferred Offering Costs Associated with the Initial Public Offering Deferred offering costs of legal, accounting, underwriting fees and other costs incurred that are directly related to the Initial Public Offering will be charged to shareholder’s equity upon the completion of the Initial Public Offering. Should the Initial Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. | Recently Issued Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements |
Liquidity and Management’s Plans | Liquidity and Management’s Plans Prior to the completion of the Initial Public Offering, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. The Company has since completed its Initial Public Offering at which time capital in excess of the funds deposited in the Trust Account and/or used to fund offering expenses was released to the Company for general working capital purposes. Accordingly, management has since reevaluated the Company’s liquidity and financial condition and determined that sufficient capital exists to sustain operations through the earlier of the consummation of a Business Combination or one year from this filing and therefore substantial doubt has been alleviated. There is no assurance that the Company’s plans to consummate an initial Business Combination will be successful within the Combination Period. The financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. | |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did no | |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no no There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. | |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution, which at times may exceed the Federal Depository Insurance Corporation coverage limit of $ 250,000 |
Nature of operations and summ_2
Nature of operations and summary of significant accounting policies (Policies) | 2 Months Ended | 5 Months Ended | 9 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Basis of Presentation and Consolidation | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. All financial statements and information about events after April 30, 2021 are unaudited. The Company does not have sufficient liquidity to meet its anticipated obligations over the next year from the date of issuance of these financial statements. In connection with the Company’s assessment of going concern consideration in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the Company has access to funds from the Sponsor that are sufficient to fund the working capital needs of the Company until the earlier of the consummation of the Proposed Public Offering or one year from the date of issuance of these financial statements. | Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the period from April 26, 2021 (inception) through September 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the final prospectus and the Form 8-K filed by the Company with the SEC on October 20, 2021 and October 26, 2021, respectively. | ||
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. | |||
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did no | |||
Net loss per common unit | Net Loss Per Ordinary Share Net loss per share of ordinary shares is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 1,031,250 | Net Loss Per Ordinary Share Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period. At September 30, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. | ||
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no no There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. | |||
Rubicon Technologies, LLC and Subsidiaries [Member] | Rubicon [Member] | ||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Nature of Operations | Nature of Operations Advanced Hauler, LLC and Rubicon Public Sector, LLC, Delaware limited liability companies, were organized on November 1, 2010, and contributed to Rubicon Technologies, LLC as wholly-owned subsidiaries upon formation on April 11, 2011. Subsequent to organization, Rubicon Technologies, LLC formed additional subsidiaries for the purpose of conducting business in various sectors that have been dissolved. Operations for the years ended December 31, 2020 and 2019 were primarily through Rubicon Global, LLC. Rubicon Technologies, LLC and all subsidiaries are hereafter referred to as “Rubicon” or the “Company.” Rubicon provides a data-centric approach to its sustainable waste and recycling solutions. As such, Rubicon provides comprehensive management of customers’ waste streams through innovative, cost-saving, waste and recycling solutions throughout the United States and Canada. Rubicon provides consultation and management services to customers for waste removal, waste management, logistics, and recycling solutions. Consultation and management services include planning, consolidation of billing and administration, cost savings analyses, and vendor performance monitoring and management. The combination of Rubicon’s technology and services provides a holistic audit of customer waste streams. Rubicon also provides logistics services and markets and resells recyclable commodities. | |||
Principles of Consolidation | Principles of Consolidation | |||
Segments | Segments | Segments | ||
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation In the opinion of management, the Company has prepared the accompanying unaudited condensed consolidated financial statements on a basis substantially consistent with the audited consolidated financial statements of the Company as of and for the year ended December 31, 2020. These condensed consolidated financial statements include all adjustments consisting of only normal recurring adjustments, necessary for a fair statement of the results of the interim periods presented. The Company’s condensed consolidated financial statements include the accounts of Rubicon Technologies, LLC, and subsidiaries. The Company’s condensed consolidated financial statements reflect the elimination of all significant inter-company accounts and transactions. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for any subsequent quarter or for the entire year ending December 31, 2021. The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report for the fiscal year ended December 31, 2020. | Basis of Accounting | ||
Use of Estimates | Use of Estimates | Use of Estimates | ||
Revenue Recognition | Revenue Recognition Management reviews contracts and agreements the Company has with its waste generators and haulers, and performs an extensive evaluation to consider the most appropriate manner in accordance with ASC 606-10, Revenue Recognition: Principal Agent Considerations Judgment is required in evaluating the presentation of revenue on a gross versus net basis based on whether the Company controls the service provided to the end-user and are the principal in the transaction (gross), or the Company arranges for other parties to provide the service to the end-user and are the agent in the transaction (net). Management has concluded that the Company is the principal in most arrangements as it controls the waste removal service and is the primary obligor in the transactions. | Revenue Recognition Revenue from Contracts with Customers (Topic 606) Pursuant to ASC 606, the Company applies the following five-step model: 1. Identify the contract(s) with a customer. 2. Identify the performance obligation(s) in the contract. 3. Determine the transaction price. 4. Allocate the transaction price to the performance obligations in the contract. 5. Recognize revenue when (or as) the Company satisfies a performance obligation. The Company recognizes service revenue over time, consistent with efforts performed and when the customer simultaneously receives and consumes the benefits provided by the Company’s services. The Company recognizes recyclable commodity revenue point in time when the ownership, risks and rewards transfer. The Company derives its revenue from waste removal, waste management and consultation services, platform subscriptions, and the purchase and sale of recyclable commodities. | ||
Service Revenue | Service Revenue Service revenues are comprised of waste removal and consultation services provided to customers for waste, recycling and logistics solutions. Services include planning, consolidation of billing and administration, cost savings analyses, vendor procurement and performance management, and a suite of solutions providing insights to the customers’ waste streams. In general, fees are billed, and revenue is recognized over time as control is transferred. Revenue is measured as the amount of consideration the Company expects to receive in exchange for providing a service. The Company bills for certain services prior to performance. Such services include, among others, certain commercial and residential contracts and equipment rentals. These advance billings are included in contract liabilities and recognized as revenue in the period service is provided. | |||
Recyclable Commodity Revenue | Recyclable Commodity Revenue The Company recognizes recyclable commodity revenue through the purchase and sale of old corrugated cardboard (OCC), old newsprint (ONP), aluminum, glass and other recyclable materials at market prices. In certain instances, the Company issues recycling rebates to its customers, which can be based on the price received upon the final sale of recycled commodities, a fixed contractual rate or other measures. The Company also receives rebates when it disposes of recycled commodities at third-party facilities. The fees received are based primarily on the market, type and volume or weight of the materials sold. In general, fees are billed, and revenue is recognized when control is transferred. Revenue recognized under these agreements is variable in nature based on the volume and type of materials sold. In addition, the amount of revenue recognized is based on commodity prices at the time of sale, which are unknown at contract inception. Management reviews contracts and agreements the Company has with its waste generators and haulers, and performs an extensive evaluation to consider the most appropriate manner in accordance with ASC 606-10 , Revenue Recognition: Principal Agent Considerations Judgment is required in evaluating the presentation of revenue on a gross versus net basis based on whether the Company controls the service provided to the end-user and are the principal in the transaction (gross), or the Company arranges for other parties to provide the service to the end-user and are the agent in the transaction (net). Management concluded that Rubicon is the principal in most arrangements as the Company controls the waste removal service and are the primary obligor in the transactions. | |||
Cost of Revenue, exclusive of amortization and depreciation | Cost of Revenue, exclusive of amortization and depreciation Cost of recyclable commodity revenues primarily consists of expenses related to purchase of old corrugated cardboard (OCC), old newsprint (ONP), aluminum, glass and other recyclable materials, and any associated transportation fees. The Company recognizes the cost of revenue exclusive of any amortization or depreciation of technology costs, which are recognized in operating expense on the condensed consolidated statements of operations. | Cost of Revenue, exclusive of amortization and depreciation Cost of recyclable commodity revenues primarily consists of expenses related to purchase of old corrugated cardboard (OCC), old newsprint (ONP), aluminum, glass and other recyclable materials, and any associated transportation fees. The Company recognizes the cost of revenue exclusive of any amortization or depreciation of technology costs, which are recognized in operating expense on the consolidated statements of operations. | ||
Cash and Cash Equivalents | Cash and Cash Equivalents | Cash and Cash Equivalents | ||
Accounts Receivable | Accounts Receivable Based on management’s assessment, the Company provides for estimated uncollectible amounts through a charge to operations and a credit to an allowance for doubtful accounts. Balances that remain outstanding after the Company has used reasonable collection efforts are written off through a charge to the allowance and a credit to accounts receivable. As of December 31, 2020 and 2019, the allowance for doubtful accounts was $ 7.1 5.9 | |||
Contract Balances | Contract Balances 55.2 43.4 43.3 Contract liabilities (deferred revenue) consists of amounts collected prior to having satisfied the performance obligation. The Company periodically invoices customers for recurring front load services in advance on a monthly basis. As of September 30, 2021 and December 31, 2020, the Company had deferred revenue balances of $ 3.6 4.0 3.6 | Contract Balances Contract assets represent the Company’s right to consideration based on satisfied performance obligations from contracts with customers but have not yet been billed to the customer. Accounting for contract assets requires estimates and assumptions regarding the quantity of waste collected by their vendors. The Company estimates quantities using historical transaction and market data based on the waste stream composition, equipment type, and equipment size. During the years ended December 31, 2020 and 2019, the Company recognized the following changes to contract assets (in thousands): Schedule Of Contract Assets Balance, January 1, 2019 $ 43,362 Invoiced to customers in the current period (42,677 ) Changes in estimate related to prior period (685 ) Estimated accrual related to current period 55,088 Balance, December 31, 2019 55,088 Invoiced to customers in the current period (56,892 ) Changes in estimate related to prior period 1,804 Estimated accrual related to current period 43,357 Balance, December 31, 2020 $ 43,357 Contract liabilities consists of amounts collected prior to having satisfied the performance obligation. The Company periodically invoices customers for recurring front load services in advance on a monthly basis. During the year ended December 31, 2020, the Company recognized $ 2.9 1.8 | ||
Accrued Hauler Expenses | Accrued Hauler Expenses | Accrued Hauler Expenses During the years ended December 31, 2020 and 2019, the Company recognized the following changes to accrued hauler expenses (in thousands): Schedule Of Accrued Hauler Expenses Balance, January 1, 2019 $ 41,168 Invoiced by vendors in the current period (40,401 ) Changes in estimate related to prior period (767 ) Estimated accrual related to current period 41,339 Balance, December 31, 2019 41,339 Invoiced by vendors in the current period (43,288 ) Changes in estimate related to prior period 1,949 Estimated accrual related to current period 37,429 Balance, December 31, 2020 $ 37,429 | ||
Fair Value Measurements | Fair Value Measurements The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, and accounts payable. The carrying amount of cash and cash equivalents, accounts receivable and accounts payable approximate fair value because of the short-term nature of these items. | Fair Value Measurements Level 1 – Valuations for financial assets and financial liabilities traded in active exchange markets, such as the New York Stock Exchange. Level 2 – Valuations are obtained from readily available pricing sources via independent providers for market transactions involving similar financial assets and financial liabilities. Level 3 – Valuations for financial assets and financial liabilities that are derived from other valuation methodologies, including option pricing models, discounted cash flow models, and similar techniques and not based on market exchange, dealer, or broker traded transactions. Level 3 valuations incorporate certain assumptions and projections in determining the fair value assigned to such financial assets or financial liabilities. The compensation costs recorded in conjunction with phantom units issued under the terms of the Company’s Unit Appreciation Rights Plan are recorded at fair value and remeasured periodically based on the then assessed fair value and adjusted if necessary. The increases or decreases in the fair value of phantom units are based on the number of units granted, forfeited, and vested during the period along with changes in the Company’s fair market value. As the fair value measure is based on significant inputs that are not observable in the market, it is categorized as Level 3. The contingent consideration and earnout liabilities related to business combinations are recorded at fair value and remeasured periodically based on the then assessed fair value and adjusted if necessary. The increases or decreases in the fair value are based on significant inputs that are not observable in the market and are categorized as Level 3. | ||
Property and Equipment | Property and Equipment 1.6 1.3 Lives used for depreciation calculations are as follows: Live Used For Depreciation Computers, equipment and software 3 - 5 years Furniture and fixtures 3 - 5 years Customer equipment 3 - 10 years Leasehold improvements Lesser of useful life or remaining lease term | |||
Leases | Leases Lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement, net of any future tenant incentives. The Company’s lease terms may include options to extend or terminate the lease. Periods beyond the noncancelable term of the lease are included in the measurement of the lease liability when it is reasonably certain that the Company will exercise the associated extension option or waive the termination option. The Company reassesses the lease term if and when a significant event or change in circumstances occurs within the control of the Company. As most of the Company’s leases do not provide an implicit rate, the net present value of future minimum lease payments is determined using the Company’s incremental borrowing rate. The Company’s incremental borrowing rate is an estimate of the interest rate the Company would have to pay to borrow on a collateralized basis with similar terms and payments. The lease ROU asset is recognized based on the lease liability, adjusted for any rent payments or initial direct costs incurred or tenant incentives received prior to commencement. Lease expenses for minimum lease payments for operating leases are recognized on a straight-line basis over the lease term. The Company has entered into subleases or has made decisions and taken actions to exit and sublease certain unoccupied leased office space. Similar to other long-lived assets discussed below, management tests ROU assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. For leased assets, such circumstances would include the decision to leave a leased facility prior to the end of the minimum lease term or subleases for which estimated cash flow do not fully cover the costs of the associated lease. | |||
Advertising | Advertising 2.1 2.7 | |||
Goodwill and Intangible Assets | Goodwill and Intangible Assets The Company evaluates and tests the recoverability of its goodwill for impairment at least annually during its fourth quarter of each fiscal year or more often if and when circumstances indicate that goodwill may not be recoverable. During the year ended December 31, 2020, the Company considered the impacts of COVID-19 pandemic as qualitative factors in the annual goodwill impairment test. Based on the cumulative evidence, management concluded the qualitative indicators did not meet the more likely than not threshold; thus, no impairment losses were recorded for the year ended December 31, 2020. During the year ended December 31, 2019, no triggering events occurred that required goodwill impairment testing and, accordingly, no impairment losses were recorded. | |||
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets no | |||
Debt Issuance Costs | Debt Issuance Costs | |||
Customer Acquisition Costs | Customer Acquisition Costs The Company makes certain expenditures related to acquiring contracts for future services. These expenditures are capitalized and amortized in proportion to the expected future revenue from the customer, which in most cases results in straight-line amortization over the life of the customer. Amortization of these customer incentive costs is presented within amortization and depreciation on the statements of operations. Total customer acquisition costs capitalized as of September 30, 2021 were insignificant. Total customer acquisition costs capitalized as of September 30, 2020 totaled $ 0.5 0.3 0.3 1.6 1.1 | Customer Acquisition Costs The Company makes certain expenditures related to acquiring contracts for future services. These expenditures are capitalized and amortized in proportion to the expected future revenue from the customer, which in most cases results in straight-line amortization over the life of the customer. Amortization of these customer acquisition costs is presented within amortization and depreciation on the statements of operations. Total customer acquisition costs capitalized for the years ended December 31, 2020 and 2019 totaled $ 0.5 2.5 1.5 1.6 | ||
Net loss per common unit | Net loss per common unit The diluted net loss per unit attributable to common unit holders is computed by giving effect to all potential dilutive common unit equivalents outstanding for the period. The dilutive effect of these potential common units is reflected in diluted earnings per unit by application of the treasury stock method. The dilutive effect of outstanding warrants is reflected in diluted earnings per unit by application of the if-converted method. For purposes of this calculation, unvested incentive units and any outstanding warrants are considered common stock equivalents but have been excluded from the calculation of diluted net loss per common unit as their effect is antidilutive. | |||
Income Taxes | Income Taxes The consolidated financial statements include a provision for income taxes related to the acquisition of RiverRoad Waste Solutions, Inc. (“RiverRoad”), a C-Corporation, on June 22, 2018 (see Note 14). RiverRoad is subject to both state and federal income tax, and both the state and federal tax obligations associated with RiverRoad are reflected in the accompanying consolidated balance sheets as a component of accrued liabilities. The Company accounts for income taxes using the asset and liability method. This approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities. The Company has adopted guidance issued by the FASB that clarifies the accounting for uncertainty in tax positions taken or expected to be taken on a tax return and provides that the tax effects from an uncertain tax position can be recognized in the financial statements only if, based on its merits, the position is more likely than not to be sustained on audit by taxing authorities. The Company recognizes interest and penalties related to income tax matters, including those related to uncertain tax positions, in income tax expense. Under the guidance, the Company first determines whether it would more likely than not sustain its position if it were analyzed with full knowledge of all the relevant facts and other information. For those tax positions that meet this threshold, the Company measures the amount of tax benefit based on the largest amount of tax benefit that the Company has a greater than 50% chance of realizing in a final settlement with the relevant authority. Those tax positions failing to qualify for initial recognition are recognized in the first interim period in which they meet the more likely than not standard, or are resolved through negotiation or litigation with the taxing authority, or upon expiration of the statute of limitations. At December 31, 2020 or 2019, the Company has no tax positions that meet this threshold and, therefore, has not recognized any adjustments. |
Nature of operations and summ_3
Nature of operations and summary of significant accounting policies (Tables) - Rubicon [Member] | 12 Months Ended |
Dec. 31, 2020 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Schedule Of Contract Assets | Schedule Of Contract Assets Balance, January 1, 2019 $ 43,362 Invoiced to customers in the current period (42,677 ) Changes in estimate related to prior period (685 ) Estimated accrual related to current period 55,088 Balance, December 31, 2019 55,088 Invoiced to customers in the current period (56,892 ) Changes in estimate related to prior period 1,804 Estimated accrual related to current period 43,357 Balance, December 31, 2020 $ 43,357 |
Rubicon Technologies, LLC and Subsidiaries [Member] | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Schedule Of Accrued Hauler Expenses | Schedule Of Accrued Hauler Expenses Balance, January 1, 2019 $ 41,168 Invoiced by vendors in the current period (40,401 ) Changes in estimate related to prior period (767 ) Estimated accrual related to current period 41,339 Balance, December 31, 2019 41,339 Invoiced by vendors in the current period (43,288 ) Changes in estimate related to prior period 1,949 Estimated accrual related to current period 37,429 Balance, December 31, 2020 $ 37,429 |
Live Used For Depreciation | Live Used For Depreciation Computers, equipment and software 3 - 5 years Furniture and fixtures 3 - 5 years Customer equipment 3 - 10 years Leasehold improvements Lesser of useful life or remaining lease term |
Property and equipment (Tables)
Property and equipment (Tables) - Rubicon [Member] | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment | Property, Plant and Equipment 2020 2019 Computers, equipment and software $ 2,431 $ 1,846 Customer equipment 913 295 Furniture and fixtures 1,130 1,130 Leasehold improvements 3,020 2,935 7,494 6,206 Less accumulated amortization and depreciation (5,205 ) (3,572 ) Property and equipment, net $ 2,289 $ 2,634 | |
Rubicon Technologies, LLC and Subsidiaries [Member] | ||
Property, Plant and Equipment | Property, Plant and Equipment September 30, December 31, Computers, equipment and software $ 2,811 $ 2,431 Customer equipment 989 913 Furniture and fixtures 1,367 1,130 Leasehold improvements 3,679 3,020 8,846 7,494 Less accumulated amortization and depreciation (6,395 ) (5,205 ) Property and equipment, net $ 2,451 $ 2,289 |
Debt (Tables)
Debt (Tables) - Rubicon [Member] | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Schedule Of Components Of Debt | Schedule Of Components Of Debt As of December 31, 2020 2019 Term loan balance $ 48,524 $ 20,000 Less unamortized loan origination costs (820 ) (889 ) Total borrowed 47,704 19,111 Less short-term loan balance (680 ) (1,063 ) Long-term loan balance $ 47,024 $ 18,048 | |
Schedule of Maturities of Long-term Debt | Schedule of Maturities of Long-term Debt Fiscal Years Ending December 31, 2021 $ 1,500 2022 6,000 2023 6,000 2024 45,000 Total $ 58,500 | Schedule of Maturities of Long-term Debt Fiscal Years Ending December 31, 2021 $ 1,500 2022 2,000 2023 2,000 2024 43,024 Total $ 48,524 |
Rubicon Technologies, LLC and Subsidiaries [Member] | ||
Schedule Of Components Of Debt | Schedule Of Components Of Debt September 30, December 31, Term loan balance $ 58,500 $ 48,524 Less unamortized loan origination costs (1,035 ) (820 ) Total borrowed 57,465 47,704 Less short-term loan balance (5,174 ) (680 ) Long-term loan balance $ 52,291 $ 47,024 |
Accrued expenses (Tables)
Accrued expenses (Tables) - Rubicon [Member] | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Schedule of Accounts Payable and Accrued Liabilities | Schedule of Accounts Payable and Accrued Liabilities 2020 2019 Accrued hauler expenses $ 37,429 $ 41,339 Accrued compensation 8,783 6,385 Accrued income taxes 61 39 Other accrued expenses 2,717 2,090 Total accrued expenses $ 48,990 $ 49,853 | |
Rubicon Technologies, LLC and Subsidiaries [Member] | ||
Schedule of Accounts Payable and Accrued Liabilities | Schedule of Accounts Payable and Accrued Liabilities September 30, December 31, Accrued hauler expenses $ 43,042 $ 37,429 Accrued compensation 7,684 8,783 Accrued income taxes 33 61 Other accrued expenses 3,926 2,717 Total accrued expenses $ 54,685 $ 48,990 |
Goodwill and other intangibles
Goodwill and other intangibles (Tables) - Rubicon [Member] | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Schedule of Intangible Assets and Goodwill | Schedule of Intangible Assets and Goodwill December 31, 2020 Useful Life Gross Accumulated Amortization Net Trade Name 5 $ 728 $ (719 ) $ 9 Customer and hauler relationships 2 to 8 20,976 (7,023 ) 13,953 Non-competition agreements 3 to 4 550 (349 ) 201 Technology 3 1,197 (997 ) 200 23,451 (9,088 ) 14,363 Domain Name Indefinite 785 - 785 $ 24,236 $ (9,088 ) $ 15,148 December 31, 2019 Useful Life Gross Accumulated Amortization Net Trade Name 5 $ 728 $ (545 ) $ 183 Customer and hauler relationships 2 to 8 20,976 (4,463 ) 16,513 Non-competition agreements 3 to 4 550 (211 ) 339 Technology 3 1,197 (599 ) 598 23,451 (5,818 ) 17,633 Domain Name Indefinite 567 - 567 $ 24,018 $ (5,818 ) $ 18,200 | |
Schedule of Finite- Lived Intangible Assets, Future Amortization Expense | Schedule of Finite- Lived Intangible Assets, Future Amortization Expense Fiscal Years Ending December 31, 2021 $ 675 2022 2,623 2023 2,559 2024 2,559 2025 2,559 Thereafter 1,157 $ 12,132 | Schedule of Finite- Lived Intangible Assets, Future Amortization Expense Fiscal Years Ending December 31, 2021 $ 2,906 2022 2,623 2023 2,559 2024 2,559 2025 2,559 Thereafter 1,157 $ 14,363 |
Schedule Of Not Deductible For Tax Purposes | Schedule Of Not Deductible For Tax Purposes Balance at December 31, 2019 $ 32,132 Balance at December 31, 2020 $ 32,132 | |
Rubicon Technologies, LLC and Subsidiaries [Member] | ||
Schedule of Intangible Assets and Goodwill | Schedule of Intangible Assets and Goodwill September 30, 2021 Useful Life Gross Accumulated Amortization Net Trade Name 5 $ 728 $ (728 ) $ - Customer and hauler relationships 2 to 8 20,976 (8,942 ) 12,034 Non-competition agreements 3 to 4 550 (452 ) 98 Technology 3 1,197 (1,197 ) - 23,451 (11,319 ) 12,132 Domain Name Indefinite 835 - 835 $ 24,286 $ (11,319 ) $ 12,967 December 31, 2020 Useful Life Gross Accumulated Amortization Net Trade Name 5 $ 728 $ (719 ) $ 9 Customer and hauler relationships 2 to 8 20,976 (7,023 ) 13,953 Non-competition agreements 3 to 4 550 (349 ) 201 Technology 3 1,197 (997 ) 200 23,451 (9,088 ) 14,363 Domain Name Indefinite 785 - 785 $ 24,236 $ (9,088 ) $ 15,148 |
Leases (Tables)
Leases (Tables) - Rubicon [Member] | 12 Months Ended |
Dec. 31, 2020 | |
Lessee, Operating Lease, Disclosure | Lessee, Operating Lease, Disclosure December 31, 2020 Assets Right-of-use assets $ 3,884 Liabilities Current lease liabilities 1,412 Non-current lease liabilities 4,555 Total liabilities $ 5,967 |
Lessee, Operating Lease | Lessee, Operating Lease 2020 2019 Lease expense Operating lease expense $ 1,479 $ 1,442 Short-term lease expense 586 708 Less: Sublease income (605 ) - Total lease expense $ 1,459 $ 2,150 |
Lessor, Operating Lease, Payment | Lessor, Operating Lease, Payment Years Ending December 31, 2021 $ 2,022 2022 2,021 2023 2,022 2024 2,021 Total minimum lease payments $ 8,086 Less: Imputed interest (2,331 ) Total operating lease liabilities $ 5,755 |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Rubicon [Member] | ||
Schedule of Revenue Sources, Health Care Organization | Schedule of Revenue Sources, Health Care Organization Three Months Ended Nine Months Ended 2021 2020 2021 2020 Service $ 127,256 $ 124,547 $ 365,511 $ 373,679 Recyclable Commodity 21,952 11,264 54,251 36,698 $ 149,208 $ 135,811 $ 419,762 $ 410,377 | Schedule of Revenue Sources, Health Care Organization December 31, 2020 2019 Service $ 490,122 $ 471,200 Recyclable Commodity 49,251 38,197 $ 539,373 $ 509,397 |
Members_ (deficit) equity (Tabl
Members’ (deficit) equity (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Rubicon [Member] | ||
Schedule of Stockholders Equity | Schedule of Stockholders Equity Authorized as of Held by Members as of September 30, December 31, September 30, December 31, Common units 34,438,298 34,438,298 9,440,108 9,440,108 Series A Preferred 4,834,906 4,834,906 4,834,906 4,834,906 Series B Preferred 6,820,450 6,820,450 6,774,923 6,774,923 Series C Preferred 3,142,815 3,142,815 3,141,500 3,141,500 Series D Preferred 2,816,403 2,816,403 2,787,707 2,787,707 Series E Preferred 7,451,981 7,451,981 6,530,128 5,447,120 59,504,853 59,504,853 33,509,272 32,426,264 | Schedule of Stockholders Equity Authorized Held by Members 2020 2019 2020 2019 Common units 34,438,298 34,438,298 9,440,108 9,440,108 Series A Preferred 4,834,906 4,834,906 4,834,906 4,834,906 Series B Preferred 6,820,450 6,820,450 6,774,923 6,774,923 Series C Preferred 3,142,815 3,142,815 3,141,500 3,141,500 Series D Preferred 2,816,403 2,816,403 2,787,707 2,787,707 Series E Preferred 7,451,981 7,451,981 5,447,120 5,447,120 59,504,853 59,504,853 32,426,264 32,426,264 |
Warrants (Tables)
Warrants (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Rubicon [Member] | ||
Schedule Of Warrant Activity | Schedule Of Warrant Activity Number Weighted Average Exercise Price Per Warrant Outstanding – December 31, 2020 1,084,725 $ 30.00 Granted - - Exercised (1,083,008 ) 30.00 Expired (1,717 ) 30.00 Outstanding – September 30, 2021 - $ - | Schedule Of Warrant Activity Number Weighted Average Exercise Price Per Warrant Outstanding – January 1, 2019 844,000 $ 30.00 Granted 240,725 30.00 Exercised - - Expired - - Outstanding - December 31, 2019 1,084,725 30.00 Granted - - Exercised - - Expired - - Outstanding - December 31, 2020 1,084,725 $ 30.00 |
Equity incentive plan (Tables)
Equity incentive plan (Tables) - Rubicon [Member] | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Schedule Of Incentive Unit Activity | Schedule Of Incentive Unit Activity Units Outstanding - December 31, 2020 3,017,191 Granted 149,500 Forfeited/redeemed (29,183 ) Outstanding – September 30, 2021 3,137,508 Vested – September 30, 2021 2,872,225 | |
Rubicon Technologies, LLC and Subsidiaries [Member] | ||
Schedule Of Fair Value Of Incentive Grants | Schedule Of Fair Value Of Incentive Grants As of December 31, 2020 2019 Expected dividend yield 0.00 % 0.00 % Risk-free interest rate 2.20 % 2.20 % Expected life in years 3.00 3.00 Expected volatility 28.70 % 28.70 % | |
Schedule Of Incentive Unit Activity | Schedule Of Incentive Unit Activity Units Outstanding - January 1, 2019 3,043,225 Granted 17,758 Forfeited/redeemed (212,933 ) Outstanding - December 31, 2019 2,848,050 Granted 176,117 Forfeited/redeemed (6,976 ) Outstanding - December 31, 2020 3,017,191 Vested - December 31, 2020 2,741,744 | |
Schedule Of Non vested Incentive Units | Schedule Of Non vested Incentive Units Units Weighted Average Grant Date Fair Value Nonvested - December 31, 2020 275,447 $ 3.91 Granted 149,500 9.06 Vested (130,481 ) 3.72 Forfeited/redeemed (29,183 ) 4.08 Nonvested - September 30, 2021 265,283 $ 6.89 | Schedule Of Non vested Incentive Units Units Weighted Average Grant Date Fair Value Nonvested - January 1, 2019 757,228 $ 3.26 Granted 17,758 4.08 Vested (317,089 ) 2.78 Forfeited/redeemed (212,933 ) 3.96 Nonvested - December 31, 2019 244,964 3.49 Granted 176,117 4.08 Vested (138,659 ) 3.37 Forfeited/redeemed (6,976 ) 4.08 Nonvested - December 31, 2020 275,447 $ 3.91 |
Net loss per common unit (Table
Net loss per common unit (Tables) - Rubicon [Member] | 12 Months Ended |
Dec. 31, 2020 | |
Schedule of Earnings Per Share, Basic and Diluted | Schedule of Earnings Per Share, Basic and Diluted Year ended December 31, 2020 2019 Net loss attributable to common unit holders (in thousands) $ (58,583 ) $ (60,436 ) Weighted-average units used in computing net loss per common unit, basic and diluted 32,426,264 31,788,163 Net loss per common unit, basic and diluted $ (1.81 ) $ (1.90 ) |
Schedule of Earnings Per Share, Diluted | Schedule of Earnings Per Share, Diluted As of December 31, 2020 2019 Series E warrants issued and outstanding 1,084,725 1,084,725 |
Income taxes (Tables)
Income taxes (Tables) - Rubicon [Member] | 12 Months Ended |
Dec. 31, 2020 | |
Schedule of Deferred Tax Assets and Liabilities | Schedule of Deferred Tax Assets and Liabilities December 31, 2020 2019 Deferred tax assets (liabilities): Allowance for doubtful accounts $ 161 $ 40 Accrued vacation 21 15 Accrued bonuses 134 118 Interest expense limitation 1 - Lease liability 224 262 Intangible assets (2,835 ) (3,025 ) Net operating losses 1,523 712 Capitalized transaction costs 59 63 Right of use asset (209 ) (255 ) Depreciation (54 ) (162 ) Goodwill (922 ) (809 ) Deferred tax liability, net $ (1,897 ) $ (3,041 ) |
Schedule of Components of Income Tax Expense | Schedule of Components of Income Tax Expense December 31, 2020 2019 Current: Federal $ (437 ) $ (3 ) State 127 53 Total current (310 ) 50 Deferred: Federal (1,100 ) (351 ) State (44 ) (82 ) Total deferred (1,144 ) (433 ) Total income tax benefit (1,454 ) (383 ) Less: Pre-acquisition tax reimbursement - - Total income tax benefit $ (1,454 ) $ (383 ) |
Rubicon Technologies, LLC and Subsidiaries [Member] | |
Schedule of Effective Income Tax Rate Reconciliation | Schedule of Effective Income Tax Rate Reconciliation December 31, 2020 2019 Statutory U.S. federal tax rate 21.00 % 21.00 % State income taxes (net of federal benefit) -0.11 % 0.04 % Income passed through to Members -18.47 % -20.37 % Permanent differences 0.00 % -0.01 % Other 0.00 % - 0.03 % Effective income tax rate 2.42 % 0.63 % |
Net loss per preferred and co_2
Net loss per preferred and common unit (Tables) - Rubicon [Member] | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Schedule of Earnings Per Share, Basic and Diluted | Schedule of Earnings Per Share, Basic and Diluted Year ended December 31, 2020 2019 Net loss attributable to common unit holders (in thousands) $ (58,583 ) $ (60,436 ) Weighted-average units used in computing net loss per common unit, basic and diluted 32,426,264 31,788,163 Net loss per common unit, basic and diluted $ (1.81 ) $ (1.90 ) | |
Schedule of Earnings Per Share, Diluted | Schedule of Earnings Per Share, Diluted As of December 31, 2020 2019 Series E warrants issued and outstanding 1,084,725 1,084,725 | |
Rubicon Technologies, LLC and Subsidiaries [Member] | ||
Schedule of Earnings Per Share, Basic and Diluted | Schedule of Earnings Per Share, Basic and Diluted Three Months Ended Nine Months Ended 2021 2020 2021 2020 Net loss attributable to unitholders (in thousands) $ (18,128 ) $ (14,476 ) $ (42,831 ) $ (43,870 ) Weighted-average units used in computing net loss per unit, basic and diluted 33,470,258 32,426,264 32,893,635 32,426,264 Net loss per preferred unit, basic and diluted $ (0.54 ) $ (0.45 ) $ (1.30 ) $ (1.35 ) Net loss per common unit, basic and diluted $ (0.54 ) $ (0.45 ) $ (1.30 ) $ (1.35 ) | |
Schedule of Earnings Per Share, Diluted | Schedule of Earnings Per Share, Diluted As of As of Series E warrants issued and outstanding - 1,084,725 |
Commitments and contingencies (
Commitments and contingencies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Rubicon [Member] | |
Schedule of Future Minimum Rental Payments for Operating Leases | Schedule of Future Minimum Rental Payments for Operating Leases Years Ending December 31, 2021 $ 512 2022 2,072 2023 2,125 2024 1,077 Total minimum lease payments $ 5,786 Less: Imputed interest (815 ) Total operating lease liabilities $ 4,971 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details Narrative) - USD ($) | 1 Months Ended | 2 Months Ended | 5 Months Ended | |
Oct. 19, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Apr. 30, 2021 | |
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of units per share | $ 10.15 | |||
Warrants issued | 30,016,875 | |||
Warrant price | $ 0.01 | |||
Business Combination, minimum amount of net tangible assets | $ 5,000,001 | $ 5,000,001 | ||
Tax obligation, maximum amount | 100,000 | |||
Working capital deficit | $ 300,522 | $ 53,529 | ||
Subsequent Event [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of units per share | $ 10.15 | |||
Transaction costs | $ 18,158,034 | |||
Underwriting fees | 6,325,000 | |||
Deferred underwriting fees | 11,068,750 | |||
Other Offering costs | 764,284 | |||
Cash placed in a trust account | 2,603,980 | |||
Proceeds from Initial Public Offering | $ 320,993,750 | |||
IPO [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of units in initial public offering | 27,500,000 | |||
Sale of units per share | $ 10 | |||
Proceeds from Initial Public Offering | $ 5,550,000 | $ 6,325,000 | ||
IPO [Member] | Subsequent Event [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of units in initial public offering | 31,625,000 | |||
Sale of units per share | $ 10 | |||
Sale of units in initial public offering aggragate amount | $ 316,250,000 | |||
IPO [Member] | Subsequent Event [Member] | Common Class A [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of units in initial public offering | 27,500,000 | |||
IPO [Member] | Private Placement Warrants [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Warrants issued | 12,125,000 | 14,204,375 | ||
Warrant price | $ 1 | $ 1 | ||
Over-Allotment Option [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of units in initial public offering | 31,625,000 | |||
Proceeds from Initial Public Offering | $ 6,325,000 | |||
Over-Allotment Option [Member] | Subsequent Event [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of units in initial public offering | 4,125,000 | |||
Over-Allotment Option [Member] | Over Allotment Warrants [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Warrants issued | 14,204,375 | |||
Private Placement [Member] | Common Class A [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Warrant price | $ 11.50 | |||
Private Placement [Member] | Subsequent Event [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of units in initial public offering | 14,204,375 | |||
Warrant price | $ 1 | |||
Sale of units in initial public offering aggragate amount | $ 14,204,375 | |||
Private Placement [Member] | Subsequent Event [Member] | Common Class A [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Warrant price | $ 11.50 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 2 Months Ended | ||
Jun. 30, 2021 | Sep. 30, 2021 | Apr. 30, 2021 | |
Cash equivalents | $ 0 | $ 0 | $ 0 |
Accrued for interest and penalties | 0 | 0 | 0 |
Unrecognized tax benefits | $ 0 | 0 | $ 0 |
FDIC Insured limit | $ 250,000 | ||
Common Class B [Member] | |||
Weighted average shares, subject to forfeiture | 1,031,250 |
PROPOSED PUBLIC OFFERING (Detai
PROPOSED PUBLIC OFFERING (Details Narrative) | 2 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Subsidiary, Sale of Stock [Line Items] | |
Sale of units per share | $ 10.15 |
Warrants exercise price share | $ 0.01 |
IPO [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
Sale of units in initial public offering | shares | 27,500,000 |
Sale of units per share | $ 10 |
Over-Allotment Option [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
Sale of units in initial public offering | shares | 31,625,000 |
Private Placement [Member] | Common Class A [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
Share Price | $ 0.0001 |
Warrants exercise price share | $ 11.50 |
PRIVATE PLACEMENT (Details Narr
PRIVATE PLACEMENT (Details Narrative) - USD ($) | 2 Months Ended | 5 Months Ended |
Jun. 30, 2021 | Sep. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants issued | 30,016,875 | |
Warrant price | $ 0.01 | |
Over-Allotment Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Proceeds from over allotment | $ 14,204,375 | |
Private Placement Warrants [Member] | IPO [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants issued | 12,125,000 | 14,204,375 |
Warrant price | $ 1 | $ 1 |
Over Allotment Warrants [Member] | Over-Allotment Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants issued | 14,204,375 | |
Over Allotment [Member] | Over-Allotment Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Aggregate amount | $ 12,125,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Apr. 30, 2021 | Apr. 27, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Defined Benefit Plan Disclosure [Line Items] | |||||||||
Number of shares issued | $ 25,000 | $ 25,000 | [1] | ||||||
Related Party Loans Description | The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon consummation of a Business Combination into warrants at a price of $1.00 per warrant. | The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon consummation of a Business Combination into warrants at a price of $1.00 per warrant | |||||||
Deferred offering expenses | 0 | $ 246,993 | |||||||
Due to Sponsor | $ 246,993 | $ 318,074 | $ 318,074 | ||||||
Sponsor [Member] | |||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||
Number of shares issued | $ 25,000 | ||||||||
Share Price | $ 0.003 | ||||||||
Number of shares issued, shares | 7,906,250 | ||||||||
Principal amount | $ 300,000 | ||||||||
Due to Sponsor | 318,074 | 318,074 | |||||||
Rubicon Technologies, LLC and Subsidiaries [Member] | Investors [Member] | Rubicon [Member] | |||||||||
Proceed from related party | 400,000 | $ 1,200,000 | $ 1,900,000 | $ 2,100,000 | |||||
Accounts receivable | $ 300,000 | $ 300,000 | $ 200,000 | $ 200,000 | |||||
[1] | Included an aggregate of up to 1,031,250 Class B ordinary shares that were subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. The over-allotment option was exercised in full on October 19, 2021; thus, these shares are no longer subject to forfeiture (see Note 5 and Note 8). |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 1 Months Ended | 2 Months Ended | 5 Months Ended | 9 Months Ended |
Oct. 19, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | |
Subsidiary, Sale of Stock [Line Items] | ||||
Commitments and contingencies, description | In addition, if (x) the Company issues additional shares of Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A ordinary shares (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price. | |||
Subsequent Event [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Proceeds from Initial Public Offering | $ 320,993,750 | |||
Forward Purchase Agreement [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Aggregate of amount | $ 20,000 | |||
Price per share | $ 10 | |||
Over-Allotment Option [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of Over-Allotment Units | 4,125,000 | |||
Proceeds from Initial Public Offering | $ 6,325,000 | |||
Proceeds from initial public offering for deferred fee | $ 11,068,750 | |||
Sale of units in initial public offering | 31,625,000 | |||
Over-Allotment Option [Member] | Subsequent Event [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of Over-Allotment Units | 4,125,000 | |||
Sale of units in initial public offering | 4,125,000 | |||
IPO [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Percentage of cash underwriting discount | 2.00% | 2.00% | ||
Proceeds from Initial Public Offering | $ 5,550,000 | $ 6,325,000 | ||
Percentage of underwriters deferred fee | 3.50% | 3.50% | ||
Proceeds from initial public offering for deferred fee | $ 9,625,000 | $ 11,068,750 | ||
Sale of units in initial public offering | 27,500,000 | |||
IPO [Member] | Subsequent Event [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Aggregate of amount | $ 316,250,000 | |||
Sale of units in initial public offering | 31,625,000 | |||
Rubicon Technologies, LLC and Subsidiaries [Member] | Rubicon [Member] | ||||
Commitments and contingencies Description | The Company has entered into an operating lease for office space in Lexington, Kentucky, which has yet to commence as of September 30, 2021. The lease is due to commence in October 2021, with a 10-year lease term, and an aggregate lease commitment of $1.5 million |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) - $ / shares | 2 Months Ended | 5 Months Ended |
Jun. 30, 2021 | Sep. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants issued | 30,016,875 | |
Public warrants issued | 13,750,000 | |
Private placement warrants issued | 12,125,000 | |
Share redemption price per share | $ 18 | $ 18 |
Warrant Price | 0.01 | |
Warrants issued | 30,016,875 | |
Public warrants issued | 15,812,500 | |
Private warrants issued | 14,204,375 | |
Share redemption price per share | $ 18 | $ 18 |
Warrant [Member] | IPO [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants issued | 25,875,000 | |
Warrants issued | 25,875,000 |
STOCKHOLDER_S EQUITY (Details N
STOCKHOLDER’S EQUITY (Details Narrative) - USD ($) | 2 Months Ended | ||
Jun. 30, 2021 | Sep. 30, 2021 | Apr. 30, 2021 | |
Class of Stock [Line Items] | |||
Preferred stock, Shares authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock, Par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, Shares issued | 0 | 0 | 0 |
Preferred stock, Shares outstanding | 0 | 0 | 0 |
Common Class A [Member] | |||
Class of Stock [Line Items] | |||
Common stock, Shares authorized | 479,000,000 | 479,000,000 | 479,000,000 |
Common stock, Par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, Shares issued | 0 | 0 | 0 |
Common stock, Shares outstanding | 0 | 0 | 0 |
Common Class B [Member] | |||
Class of Stock [Line Items] | |||
Common stock, Shares authorized | 20,000,000 | 20,000,000 | 20,000,000 |
Common stock, Par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, Shares issued | 7,906,250 | 7,906,250 | 7,906,250 |
Common stock, Shares outstanding | 7,906,250 | 7,906,250 | 7,906,250 |
Subject to forfeiture | $ 1,031,250 |
UNAUDITED CONDENSED BALANCE SHE
UNAUDITED CONDENSED BALANCE SHEET - USD ($) | Sep. 30, 2021 | Jun. 30, 2021 | Apr. 30, 2021 | Apr. 25, 2021 | |
ASSETS | |||||
Deferred offering costs | $ 388,074 | $ 316,993 | $ 70,000 | ||
Total assets | 388,074 | 316,993 | 70,000 | ||
Current Liabilities | |||||
Accrued offering costs | 53,529 | 53,529 | 53,529 | ||
Due to Sponsor | 318,074 | 246,993 | |||
Total current liabilities | 371,603 | 300,522 | 53,529 | ||
Commitments and Contingencies | |||||
Class A ordinary shares, $0.0001 par value 479,000,000 shares authorized, none issued or outstanding | |||||
Shareholder’s Equity | |||||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | |||||
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 7,906,250 shares issued and outstanding | 791 | [1] | 791 | 791 | |
Additional paid in capital | 24,209 | 24,209 | 24,209 | ||
Accumulated deficit | (8,529) | (8,529) | (8,529) | ||
Total shareholder’s equity | 16,471 | 16,471 | 16,471 | ||
Total liabilities and shareholder’s equity | $ 388,074 | $ 316,993 | $ 70,000 | ||
[1] | Included an aggregate of up to 1,031,250 Class B ordinary shares that were subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. The over-allotment option was exercised in full on October 19, 2021; thus, these shares are no longer subject to forfeiture (see Note 5 and Note 8). |
UNAUDITED CONDENSED BALANCE S_2
UNAUDITED CONDENSED BALANCE SHEET (Parenthetical) - $ / shares | Sep. 30, 2021 | Jun. 30, 2021 | Apr. 30, 2021 |
Preferred Stock, Par Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred Stock, Shares issued | 0 | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 | 0 |
Common Class A [Member] | |||
Ordinary shares, Par Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Ordinary shares, Shares Authorized | 479,000,000 | 479,000,000 | 479,000,000 |
Ordinary shares, Shares, Issued | 0 | 0 | 0 |
Ordinary shares, Outstanding | 0 | 0 | 0 |
Common Class B [Member] | |||
Ordinary shares, Par Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Ordinary shares, Shares Authorized | 20,000,000 | 20,000,000 | 20,000,000 |
Ordinary shares, Shares, Issued | 7,906,250 | 7,906,250 | 7,906,250 |
Ordinary shares, Outstanding | 7,906,250 | 7,906,250 | 7,906,250 |
UNAUDITED CONDENSED STATEMENT O
UNAUDITED CONDENSED STATEMENT OF OPERATIONS - USD ($) | Apr. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | ||||
Income Statement [Abstract] | ||||||||
Formation costs and other operating expenses | $ 8,529 | $ 8,529 | $ 8,529 | |||||
Net loss | $ (8,529) | $ (8,529) | $ (8,529) | |||||
Weighted average shares outstanding, basic and diluted | 6,875,000 | [1] | 6,875,000 | [1] | 6,875,000 | [2] | 6,875,000 | [2] |
Basic and diluted net loss per ordinary share | $ 0 | $ 0 | ||||||
[1] | Excludes an aggregate of up to 1,031,250 Class B ordinary shares that are subject to forfeiture if the over-allotment option is not exercised in full by the underwriters (see Note 8). | |||||||
[2] | Excluded an aggregate of up to 1,031,250 Class B ordinary shares that were subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. The over-allotment option was exercised in full on October 19, 2021; thus, these shares are no longer subject to forfeiture (see Note 5 and Note 8). |
UNAUDITED CONDENSED STATEMENT_2
UNAUDITED CONDENSED STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY - USD ($) | Class B Ordinary Shares [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total | |
Balance June 30, 2021 (unaudited) at Sep. 30, 2021 | $ 791 | $ 24,209 | $ (8,529) | $ 16,471 | |
Ending balance, shares at Sep. 30, 2021 | 7,906,250 | ||||
Balance April 30, 2021 at Apr. 25, 2021 | |||||
Shares, Outstanding, Beginning Balance at Apr. 25, 2021 | [1] | ||||
Issuance of Class B ordinary shares to sponsor | $ 791 | 24,209 | 25,000 | ||
Net loss | (8,529) | (8,529) | |||
Balance June 30, 2021 (unaudited) at Apr. 30, 2021 | $ 791 | 24,209 | (8,529) | 16,471 | |
Ending balance, shares at Apr. 30, 2021 | [1] | 7,906,250 | |||
Balance April 30, 2021 at Apr. 25, 2021 | |||||
Shares, Outstanding, Beginning Balance at Apr. 25, 2021 | [1] | ||||
Issuance of Class B ordinary shares to sponsor | [2] | $ 791 | 24,209 | 25,000 | |
Issuance of Class B ordinary shares to sponsors, shares | [1] | 7,906,250 | |||
Net loss | (8,529) | (8,529) | |||
Balance June 30, 2021 (unaudited) at Jun. 30, 2021 | $ 791 | 24,209 | (8,529) | 16,471 | |
Ending balance, shares at Jun. 30, 2021 | [1] | 7,906,250 | |||
Balance April 30, 2021 at Apr. 30, 2021 | $ 791 | 24,209 | (8,529) | 16,471 | |
Shares, Outstanding, Beginning Balance at Apr. 30, 2021 | [1] | 7,906,250 | |||
Net loss | |||||
Balance June 30, 2021 (unaudited) at Jun. 30, 2021 | $ 791 | 24,209 | (8,529) | 16,471 | |
Ending balance, shares at Jun. 30, 2021 | [1] | 7,906,250 | |||
Net loss | |||||
Balance June 30, 2021 (unaudited) at Sep. 30, 2021 | $ 791 | $ 24,209 | $ (8,529) | $ 16,471 | |
Ending balance, shares at Sep. 30, 2021 | 7,906,250 | ||||
[1] | Includes an aggregate of up to 1,031,250 Class B ordinary shares that are subject to forfeiture if the over-allotment option is not exercised in full by the underwriters (see Note 8). | ||||
[2] | Included an aggregate of up to 1,031,250 Class B ordinary shares that were subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. The over-allotment option was exercised in full on October 19, 2021; thus, these shares are no longer subject to forfeiture (see Note 5 and Note 8). |
UNAUDITED CONDENSED STATEMENT_3
UNAUDITED CONDENSED STATEMENT OF CASH FLOWS - USD ($) | Apr. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2021 |
Cash flow from operating activities: | |||
Net loss | $ 8,529 | $ 8,529 | $ (8,529) |
Changes in operating assets and liabilities: | |||
Accrued offering costs | 8,529 | 8,529 | 8,529 |
Net cash used in operating activities | |||
Net change in cash | |||
Cash at the beginning of the period | |||
Cash at the end of the period | |||
Non-cash investing and financing activities: | |||
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares | 25,000 | 25,000 | 25,000 |
Deferred offering costs paid by Sponsor | 246,993 | 318,074 | |
Deferred offering costs included in accrued offering costs | $ 45,000 | $ 45,000 | $ 45,000 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details Narrative) - USD ($) | 1 Months Ended | 2 Months Ended |
Oct. 19, 2021 | Jun. 30, 2021 | |
Subsequent Event [Line Items] | ||
Sale of units per share | $ 10.15 | |
Warrant price | $ 0.01 | |
IPO [Member] | ||
Subsequent Event [Line Items] | ||
Sale of units in initial public offering | 27,500,000 | |
Sale of units per share | $ 10 | |
Private Placement [Member] | Common Class A [Member] | ||
Subsequent Event [Line Items] | ||
Share Price | 0.0001 | |
Warrant price | $ 11.50 | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Sale of units per share | $ 10.15 | |
Subsequent Event [Member] | IPO [Member] | ||
Subsequent Event [Line Items] | ||
Sale of units in initial public offering | 31,625,000 | |
Sale of units per share | $ 10 | |
Sale of units in initial public offering aggragate amount | $ 316,250,000 | |
Subsequent Event [Member] | IPO [Member] | Common Class A [Member] | ||
Subsequent Event [Line Items] | ||
Sale of units in initial public offering | 27,500,000 | |
Subsequent Event [Member] | Private Placement [Member] | ||
Subsequent Event [Line Items] | ||
Sale of units in initial public offering | 14,204,375 | |
Sale of units in initial public offering aggragate amount | $ 14,204,375 | |
Warrant price | $ 1 | |
Subsequent Event [Member] | Private Placement [Member] | Common Class A [Member] | ||
Subsequent Event [Line Items] | ||
Share Price | 0.0001 | |
Warrant price | $ 11.50 |
SHAREHOLDER_S EQUITY (Details N
SHAREHOLDER’S EQUITY (Details Narrative) - $ / shares | Sep. 30, 2021 | Jun. 30, 2021 | Apr. 30, 2021 |
Class of Stock [Line Items] | |||
Preferred stock, Shares authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock, Par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, Shares issued | 0 | 0 | 0 |
Preferred stock, Shares outstanding | 0 | 0 | 0 |
Common Class A [Member] | |||
Class of Stock [Line Items] | |||
Common stock, Shares authorized | 479,000,000 | 479,000,000 | 479,000,000 |
Common stock, Par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, Shares issued | 0 | 0 | 0 |
Common stock, Shares outstanding | 0 | 0 | 0 |
Common Class B [Member] | |||
Class of Stock [Line Items] | |||
Common stock, Shares authorized | 20,000,000 | 20,000,000 | 20,000,000 |
Common stock, Par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, Shares issued | 7,906,250 | 7,906,250 | 7,906,250 |
Common stock, Shares outstanding | 7,906,250 | 7,906,250 | 7,906,250 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | 2 Months Ended |
Oct. 19, 2021 | Jun. 30, 2021 | |
Subsequent Event [Line Items] | ||
Sale of units per share | $ 10.15 | |
IPO [Member] | ||
Subsequent Event [Line Items] | ||
Sale of units in initial public offering | 27,500,000 | |
Sale of units per share | $ 10 | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Sale of units per share | $ 10.15 | |
Subsequent Event [Member] | IPO [Member] | ||
Subsequent Event [Line Items] | ||
Sale of units in initial public offering | 31,625,000 | |
Sale of units per share | $ 10 | |
Sale of units in initial public offering aggragate amount | $ 316,250,000 | |
Subsequent Event [Member] | Private Placement [Member] | ||
Subsequent Event [Line Items] | ||
Sale of units in initial public offering | 14,204,375 | |
Sale of units in initial public offering aggragate amount | $ 14,204,375 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Rubicon Technologies, LLC and Subsidiaries [Member] | ||
Current Assets: | ||
Cash and cash equivalents | $ 6,021,000 | $ 17,666,000 |
Accounts receivable, net | 45,019,000 | 39,567,000 |
Contract assets | 43,357,000 | 55,088,000 |
Prepaid expenses | 4,290,000 | 5,632,000 |
Other current assets | 2,224,000 | 1,223,000 |
Total Current Assets | 100,911,000 | 119,176,000 |
Property and equipment, net | 2,289,000 | 2,634,000 |
Operating right-of-use assets | 3,884,000 | 4,600,000 |
Other noncurrent assets | 5,535,000 | 5,925,000 |
Goodwill | 32,132,000 | 32,132,000 |
Intangible assets, net | 15,148,000 | 18,200,000 |
Total assets | 159,899,000 | 182,667,000 |
Current Liabilities: | ||
Accounts payable | 41,915,000 | 26,816,000 |
Line of credit | 29,373,000 | 35,951,000 |
Accrued expenses | 48,990,000 | 49,853,000 |
Deferred compensation | 1,079,000 | 808,000 |
Contract liabilities | 3,993,000 | 2,880,000 |
Operating lease liabilities, current | 1,412,000 | 1,181,000 |
Current portion of long-term debt, net of debt issuance costs | 680,000 | 1,063,000 |
Total current liabilities | 127,442,000 | 118,552,000 |
Long-Term Liabilities: | ||
Deferred income taxes | 1,897,000 | 3,041,000 |
Operating lease liabilities, noncurrent | 4,555,000 | 5,962,000 |
Long-term debt, net of debt issuance costs | 47,024,000 | 18,048,000 |
Other long-term liabilities | 167,000 | 135,000 |
Total Long-Term Liabilities | 53,643,000 | 27,186,000 |
Total Liabilities | 181,085,000 | 145,738,000 |
Members’ (Deficit) Equity | (21,186,000) | 36,929,000 |
Total liabilities and shareholder’s equity | $ 159,899,000 | $ 182,667,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | Apr. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | ||||
Other Income (Expense): | |||||||||||||
Net loss | $ (8,529) | $ (8,529) | $ (8,529) | ||||||||||
Net loss per common unit, basic and diluted | $ 0 | $ 0 | |||||||||||
Weighted-average units used in computing net loss per common unit, basic and diluted | 6,875,000 | [1] | 6,875,000 | [1] | 6,875,000 | [2] | 6,875,000 | [2] | |||||
Rubicon Technologies, LLC and Subsidiaries [Member] | Rubicon [Member] | |||||||||||||
Revenue | $ 149,208,000 | $ 135,811,000 | $ 419,762,000 | $ 410,377,000 | $ 539,373,000 | $ 509,397,000 | |||||||
Costs and Expenses: | |||||||||||||
Sales and marketing | 3,808,000 | 3,564,000 | 10,604,000 | 10,729,000 | 14,782,000 | 17,955,000 | |||||||
Product development | 4,827,000 | 3,659,000 | 13,350,000 | 10,893,000 | 14,857,000 | 12,305,000 | |||||||
General and administrative | 11,561,000 | 9,842,000 | 34,968,000 | 28,623,000 | 37,754,000 | 36,547,000 | |||||||
Amortization and depreciation | 1,344,000 | 1,477,000 | 4,958,000 | 4,840,000 | 6,450,000 | 6,434,000 | |||||||
Total Costs and Expenses | 164,651,000 | 148,280,000 | 466,265,000 | 448,758,000 | 590,774,000 | 565,091,000 | |||||||
Loss from Operations | (15,443,000) | (12,469,000) | (46,503,000) | (38,381,000) | (51,401,000) | (55,694,000) | |||||||
Other Income (Expense): | |||||||||||||
Interest earned | 1,000 | 2,000 | 7,000 | 8,000 | 18,000 | ||||||||
Other expense | (326,000) | (272,000) | (730,000) | (730,000) | (427,000) | (562,000) | |||||||
Interest expense | (2,611,000) | (2,098,000) | (7,461,000) | (5,848,000) | (8,217,000) | (4,580,000) | |||||||
Total Other Income (Expense) | (2,937,000) | (2,369,000) | 2,711,000 | (6,571,000) | (8,636,000) | (5,124,000) | |||||||
Loss Before Income Tax Benefit | 18,380,000 | 14,838,000 | 43,792,000 | 44,952,000 | (60,037,000) | (60,818,000) | |||||||
Income Tax Benefit | (252,000) | (362,000) | (961,000) | (1,082,000) | (1,454,000) | (382,000) | |||||||
Net loss | $ (18,128,000) | $ (14,476,000) | $ (42,831,000) | $ (43,870,000) | $ (58,583,000) | $ (60,436,000) | |||||||
Net loss per common unit, basic and diluted | $ (0.54) | $ (0.45) | $ (1.30) | $ (1.35) | $ (1.81) | $ (1.90) | |||||||
Weighted-average units used in computing net loss per common unit, basic and diluted | 33,470,258 | 32,426,264 | 32,893,635 | 32,426,264 | 32,426,264 | 31,788,163 | |||||||
[1] | Excludes an aggregate of up to 1,031,250 Class B ordinary shares that are subject to forfeiture if the over-allotment option is not exercised in full by the underwriters (see Note 8). | ||||||||||||
[2] | Excluded an aggregate of up to 1,031,250 Class B ordinary shares that were subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. The over-allotment option was exercised in full on October 19, 2021; thus, these shares are no longer subject to forfeiture (see Note 5 and Note 8). |
CONSOLIDATED STATEMENTS OF MEMB
CONSOLIDATED STATEMENTS OF MEMBERS' (DEFICIT) EQUITY - USD ($) | Total | Rubicon Technologies, LLC and Subsidiaries [Member] | Rubicon Technologies, LLC and Subsidiaries [Member]Rubicon [Member] | Common Stock [Member]Rubicon Technologies, LLC and Subsidiaries [Member]Rubicon [Member] | Preferred Stock [Member]Rubicon Technologies, LLC and Subsidiaries [Member]Rubicon [Member] |
Balance April 30, 2021 at Dec. 31, 2018 | $ 60,466,000 | $ (97,957,000) | $ 158,423,000 | ||
Compensation costs related to incentive units | 902,000 | 902,000 | |||
Contributions, net of issuance costs of $112 | 35,997,000 | 35,997,000 | |||
Net loss | (60,436,000) | (18,076,000) | (42,360,000) | ||
Balance June 30, 2021 (unaudited) at Dec. 31, 2019 | $ 36,929,000 | 36,929,000 | (116,033,000) | 152,962,000 | |
Compensation costs related to incentive units | 375,000 | 375,000 | |||
Net loss | (43,870,000) | (12,772,000) | (31,098,000) | ||
Balance June 30, 2021 (unaudited) at Sep. 30, 2020 | (6,566,000) | (128,805,000) | 122,239,000 | ||
Balance April 30, 2021 at Dec. 31, 2019 | 36,929,000 | 36,929,000 | (116,033,000) | 152,962,000 | |
Compensation costs related to incentive units | 468,000 | 468,000 | |||
Net loss | (58,583,000) | (17,388,000) | (41,195,000) | ||
Balance June 30, 2021 (unaudited) at Dec. 31, 2020 | (21,186,000) | (21,186,000) | (133,421,000) | 112,235,000 | |
Balance April 30, 2021 at Jun. 30, 2020 | 7,785,000 | (124,590,000) | 132,375,000 | ||
Compensation costs related to incentive units | 125,000 | 125,000 | |||
Net loss | (14,476,000) | (4,215,000) | (10,261,000) | ||
Balance June 30, 2021 (unaudited) at Sep. 30, 2020 | (6,566,000) | (128,805,000) | 122,239,000 | ||
Balance April 30, 2021 at Dec. 31, 2020 | $ (21,186,000) | (21,186,000) | (133,421,000) | 112,235,000 | |
Compensation costs related to incentive units | 486,000 | 486,000 | |||
Net loss | (42,831,000) | (12,356,000) | (30,475,000) | ||
Balance June 30, 2021 (unaudited) at Sep. 30, 2021 | $ 16,471 | (31,041,000) | (145,777,000) | 114,736,000 | |
Balance April 30, 2021 at Apr. 25, 2021 | |||||
Net loss | (8,529) | ||||
Balance June 30, 2021 (unaudited) at Apr. 30, 2021 | 16,471 | ||||
Balance April 30, 2021 at Apr. 25, 2021 | |||||
Net loss | (8,529) | ||||
Balance June 30, 2021 (unaudited) at Jun. 30, 2021 | 16,471 | (15,029,000) | (140,574,000) | 125,545,000 | |
Balance April 30, 2021 at Apr. 25, 2021 | |||||
Net loss | (8,529) | ||||
Balance June 30, 2021 (unaudited) at Sep. 30, 2021 | 16,471 | (31,041,000) | (145,777,000) | 114,736,000 | |
Balance April 30, 2021 at Jun. 30, 2021 | 16,471 | (15,029,000) | (140,574,000) | 125,545,000 | |
Compensation costs related to incentive units | 122,000 | 122,000 | |||
Net loss | (18,128,000) | (5,203,000) | (12,925,000) | ||
Balance June 30, 2021 (unaudited) at Sep. 30, 2021 | $ 16,471 | $ (31,041,000) | $ (145,777,000) | $ 114,736,000 |
CONSOLIDATED STATEMENTS OF ME_2
CONSOLIDATED STATEMENTS OF MEMBERS' (DEFICIT) EQUITY (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Rubicon Technologies, LLC and Subsidiaries [Member] | Rubicon [Member] | |
Contribution of Issuance costs | $ 112 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Rubicon Technologies, LLC and Subsidiaries [Member] | Rubicon [Member] | ||
Cash flows from operating activities: | ||
Net loss | $ (58,583,000) | $ (60,436,000) |
Adjustments to reconcile net loss to net cash flows from operating activities: | ||
Amortization and depreciation | 6,450,000 | 6,434,000 |
Amortization of debt issuance costs | 1,319,000 | 923,000 |
Bad debt reserve | 4,783,000 | 2,829,000 |
Equity-based compensation | 468,000 | 902,000 |
Phantom unit expense | 271,000 | 236,000 |
Deferred income taxes | (1,144,000) | (433,000) |
Accounts receivable | (10,235,000) | (5,676,000) |
Contract assets | 11,731,000 | (11,726,000) |
Other current assets | (1,557,000) | (878,000) |
Prepaid expenses | 695,000 | (1,012,000) |
Operating right-of-use assets | 716,000 | 364,000 |
Accounts payable | 15,099,000 | 1,958,000 |
Accrued expenses | (863,000) | 1,248,000 |
Other noncurrent assets | (601,000) | (299,000) |
Contract liabilities | 1,114,000 | 1,077,000 |
Operating lease liabilities | (1,176,000) | (794,000) |
Other liabilities | 31,000 | 136,000 |
Net cash used in operating activities | (31,482,000) | (65,147,000) |
Cash flows from investing activities: | ||
Property and equipment purchases | (1,288,000) | (742,000) |
Intangible asset purchases | (218,000) | (567,000) |
Net cash flows from investing activities | (1,506,000) | (1,309,000) |
Cash flows from financing activities: | ||
Net (payments) borrowings on line of credit | (6,578,000) | 19,972,000 |
Cash consideration paid for earnout liability | (2,023,000) | |
Proceeds from long-term debt | 30,778,000 | 20,000,000 |
Repayments of long-term debt | (2,254,000) | |
Financing costs paid | (603,000) | (1,180,000) |
Equity issuance costs | (112,000) | |
Contributions by investors | 36,109,000 | |
Net cash flows from financing activities | 21,343,000 | 72,766,000 |
Net change in cash | (11,645,000) | 6,310,000 |
Cash, beginning of year | 17,666,000 | 11,356,000 |
Cash, end of year | 6,021,000 | 17,666,000 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | $ 6,413,000 | $ 3,332,000 |
Nature of operations and summ_4
Nature of operations and summary of significant accounting policies (Details-Contract assets) - Rubicon Technologies, LLC and Subsidiaries [Member] - Rubicon [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Contract asset beginning | $ 55,088 | $ 43,362 |
Invoiced to customers in the current period | (56,892) | (42,677) |
Changes in estimate related to prior period | 1,804 | (685) |
Estimated accrual related to current period | 43,357 | 55,088 |
Contract asset ending | $ 43,357 | $ 55,088 |
Nature of operations and summ_5
Nature of operations and summary of significant accounting policies (Details-Accrued hauler expenses) - Rubicon Technologies, LLC and Subsidiaries [Member] - Rubicon [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Accrued expenses beginning | $ 41,339 | $ 41,168 |
Changes in estimate related to prior period | 1,804 | (685) |
Estimated accrual related to current period | 43,357 | 55,088 |
Accrued expenses ending | 37,429 | 41,339 |
Accrued Liabilities [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Invoiced by vendors in the current period | (43,288) | (40,401) |
Changes in estimate related to prior period | 1,949 | (767) |
Estimated accrual related to current period | $ 37,429 | $ 41,339 |
Nature of operations and summ_6
Nature of operations and summary of significant accounting policies (Details-Live used for depreciation) - Rubicon Technologies, LLC and Subsidiaries [Member] - Rubicon [Member] | 12 Months Ended |
Dec. 31, 2020 | |
Computer Equipment [Member] | Minimum [Member] | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Computer Equipment [Member] | Maximum [Member] | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Furniture and Fixtures [Member] | Minimum [Member] | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Customer Equipment [Member] | Minimum [Member] | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Customer Equipment [Member] | Maximum [Member] | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Property, Plant and Equipment, Useful Life | 10 years |
Leasehold Improvements [Member] | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | Lesser of useful life or remaining lease term |
Nature of operations and summ_7
Nature of operations and summary of significant accounting policies (Details Narrative) - Rubicon Technologies, LLC and Subsidiaries [Member] - Rubicon [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||
Allowance for doubtful accounts | $ 7,100 | $ 5,900 | |||||
Contract with Customer, Liability, Revenue Recognized | 2,900 | 1,800 | |||||
Depreciation expense | 1,600 | 1,300 | |||||
Advertising costs | 2,100 | 2,700 | |||||
Impairment losses | 0 | 0 | |||||
Acquisition costs | $ 300 | $ 300 | 500 | 2,500 | |||
Amortization of capitalized costs | $ 1,600 | 1,500 | 1,600 | ||||
Unbilled receivables | 55,200 | 55,200 | 43,400 | ||||
Contract assets | 43,300 | 43,300 | 43,357 | $ 55,088 | $ 43,362 | ||
Deferred revenue | 3,600 | 3,600 | $ 4,000 | ||||
Contract liabilities | $ 3,600 | $ 3,600 | |||||
customer acquisition costs capitalized | $ 500 | $ 500 | |||||
Service [Member] | |||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||
Amortization of capitalized costs | $ 1,100 |
Recent accounting pronounceme_2
Recent accounting pronouncements (Details Narrative) - Rubicon Technologies, LLC and Subsidiaries [Member] - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 02, 2019 |
Operating lease ROU assets | $ 3,884 | $ 4,600 | ||
Operating lease liabilities, current | 1,412 | 1,181 | ||
Oerating lease liabilities, non current | 4,555 | $ 5,962 | ||
Rubicon [Member] | ||||
Operating lease ROU assets | $ 3,251 | 3,884 | $ 5,000 | |
Operating lease liabilities, current | 1,612 | 1,412 | 1,000 | |
Oerating lease liabilities, non current | $ 3,359 | $ 4,555 | $ 6,900 |
Property and equipment (Details
Property and equipment (Details) - Rubicon Technologies, LLC and Subsidiaries [Member] - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, net | $ 2,289 | $ 2,634 | |
Rubicon [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, net | $ 2,451 | 2,289 | |
Property, Plant and Equipment [Member] | Rubicon [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 8,846 | 7,494 | 6,206 |
Less accumulated amortization and depreciation | (6,395) | (5,205) | (3,572) |
Property and equipment, net | 2,451 | 2,289 | 2,634 |
Property, Plant and Equipment [Member] | Computer Equipment [Member] | Rubicon [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 2,811 | 2,431 | 1,846 |
Property, Plant and Equipment [Member] | Equipment [Member] | Rubicon [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 989 | 913 | 295 |
Property, Plant and Equipment [Member] | Furniture and Fixtures [Member] | Rubicon [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 1,367 | 1,130 | 1,130 |
Property, Plant and Equipment [Member] | Leasehold Improvements [Member] | Rubicon [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 3,679 | $ 3,020 | $ 2,935 |
Property and equipment (Detai_2
Property and equipment (Details Narrative) - Rubicon Technologies, LLC and Subsidiaries [Member] - Rubicon [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Amortization and depreciation expense | $ 1,600 | $ 1,400 | ||||
Service [Member] | ||||||
Amortization and depreciation expense | $ 1,200 | |||||
Warrant [Member] | ||||||
Amortization and depreciation expense | $ 400 | $ 400 | $ 1,200 |
Debt (Details-Components of deb
Debt (Details-Components of debt) - Rubicon Technologies, LLC and Subsidiaries [Member] - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Long-term loan balance | $ 47,024 | $ 18,048 | |
Rubicon [Member] | |||
Term loan balance | $ 58,500 | 48,524 | 20,000 |
Less unamortized loan origination costs | (1,035) | (820) | (889) |
Total borrowed | 57,465 | 47,704 | 19,111 |
Less short-term loan balance | (5,174) | (680) | (1,063) |
Long-term loan balance | $ 52,291 | $ 47,024 | $ 18,048 |
Debt (Details-Long Term Debt)
Debt (Details-Long Term Debt) - Rubicon Technologies, LLC and Subsidiaries [Member] - Rubicon [Member] - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Extinguishment of Debt [Line Items] | ||
Total | $ 52,291,000 | $ 47,024,000 |
Long-term Debt [Member] | ||
Extinguishment of Debt [Line Items] | ||
2021 | 1,500 | 1,500 |
2022 | 6,000 | 2,000 |
2023 | 6,000 | 2,000 |
2024 | 45,000 | 43,024 |
Total | $ 58,500 | $ 48,524 |
Debt (Details Narrative)
Debt (Details Narrative) - Rubicon Technologies, LLC and Subsidiaries [Member] - Rubicon [Member] - USD ($) $ in Thousands | Dec. 14, 2018 | Mar. 24, 2021 | Feb. 27, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2021 | Jul. 31, 2021 | Apr. 30, 2021 | Mar. 29, 2019 |
Interest expense | $ 2,611 | $ 2,098 | $ 7,461 | $ 5,848 | $ 8,217 | $ 4,580 | |||||||
Series E Preferred Stock [Member] | |||||||||||||
Warrants received amount | $ 32,500 | ||||||||||||
Exchange for shares | 1,083,008 | ||||||||||||
Warrant [Member] | |||||||||||||
Warrants received amount | $ 32,500 | ||||||||||||
Revolving Credit Facility [Member] | |||||||||||||
Debt amount | $ 60,000 | $ 60,000 | $ 60,000 | ||||||||||
Maturity date | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2022 | ||||||||||
Interest rate | 4.50% | 4.50% | 6.00% | 6.00% | 6.00% | ||||||||
Unused loan commitments | 70.00% | 0.70% | |||||||||||
Line of credit | $ 25,000 | $ 25,000 | $ 29,400 | 36,000 | |||||||||
Remainning credit value | 35,000 | 35,000 | 21,300 | 10,000 | |||||||||
Deferred debt charges | 1,800 | ||||||||||||
Amortization of deferred debt charges | 600 | 600 | |||||||||||
Interest expense | 2,600 | 2,100 | 7,500 | 5,800 | |||||||||
Term Loan Facility [Member] | |||||||||||||
Debt amount | $ 20,000 | ||||||||||||
Maturity date | Mar. 29, 2024 | ||||||||||||
Interest rate | 9.50% | 9.50% | 9.00% | ||||||||||
Line of credit | $ 20,000 | ||||||||||||
Deferred debt charges | $ 800 | 600 | |||||||||||
Amortization of deferred debt charges | 100 | 200 | 400 | 500 | 700 | 300 | |||||||
Principal amount | $ 1,500 | $ 40,000 | |||||||||||
Interest expense | 2,600 | 2,100 | 7,500 | 5,800 | $ 8,200 | $ 4,500 | |||||||
Equity contributions | 30,000 | 30,000 | $ 100,000 | $ 30,000 | |||||||||
Paycheck Protection Program Loan [Member] | |||||||||||||
Debt amount | 10,800 | 10,800 | $ 0 | ||||||||||
Interest rate | 1.00% | ||||||||||||
Principal amount | $ 10,800 | ||||||||||||
Interest expense | $ 2,600 | $ 2,100 | $ 7,500 | $ 5,800 | |||||||||
Maturity term | 2 years | ||||||||||||
Debt forgiveness | $ 1,000 | ||||||||||||
Loans in excess | 2,000 | ||||||||||||
Repayment of debt | $ 2,300 | ||||||||||||
Paycheck Protection Program Loan [Member] | Second S B A Loans [Member] | |||||||||||||
Debt forgiveness | $ 9,900 |
Contingencies and uncertainti_2
Contingencies and uncertainties/COVID-19 Pandemic (Details Narrative) - Rubicon Technologies, LLC and Subsidiaries [Member] - Rubicon [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Sep. 30, 2021 | |
Long-term debt | $ 47,024,000 | $ 52,291,000 |
P P P Loan [Member] | ||
Loans payable | 2,000 | |
Paycheck Protection Program Loan [Member] | ||
Loan received | $ 10,800,000 | |
Interest rate | 1.00% | |
Repayment of loan | $ 2,300,000 | |
Long-term debt | $ 8,500,000 |
Accrued expenses (Details)
Accrued expenses (Details) - USD ($) | Sep. 30, 2021 | Jun. 30, 2021 | Apr. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Total accrued expenses | $ 53,529 | $ 53,529 | $ 53,529 | ||
Rubicon Technologies, LLC and Subsidiaries [Member] | |||||
Total accrued expenses | $ 48,990,000 | $ 49,853,000 | |||
Rubicon Technologies, LLC and Subsidiaries [Member] | Rubicon [Member] | |||||
Accrued hauler expenses | 43,042,000 | 37,429,000 | 41,339,000 | ||
Accrued compensation | 7,684,000 | 8,783,000 | 6,385,000 | ||
Accrued income taxes | 33,000 | 61,000 | 39,000 | ||
Other accrued expenses | 3,926,000 | 2,717,000 | 2,090,000 | ||
Total accrued expenses | $ 54,685,000 | $ 48,990,000 | $ 49,853,000 |
Goodwill and other intangible_2
Goodwill and other intangibles (Details-Intangible assets) - Rubicon Technologies, LLC and Subsidiaries [Member] - Rubicon [Member] - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | 24 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | $ 23,451 | $ 23,451 | $ 23,451 | $ 23,451 |
Accumulated Amortization | (11,319) | (9,088) | (5,818) | (9,088) |
Net Carrying Amount | 12,132 | 14,363 | 17,633 | 14,363 |
Finite-Lived Intangible Assets [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | 24,286 | 24,236 | 24,018 | 24,236 |
Accumulated Amortization | (11,319) | (9,088) | (5,818) | (9,088) |
Net Carrying Amount | 12,967 | 15,148 | 18,200 | 15,148 |
Domain Name [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | 835 | 785 | 567 | 785 |
Net Carrying Amount | $ 835 | $ 785 | 567 | $ 785 |
Trade Names [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 5 years | 5 years | 5 years | |
Gross Carrying Amount | $ 728 | $ 728 | 728 | $ 728 |
Accumulated Amortization | (728) | (719) | (545) | (719) |
Net Carrying Amount | 9 | 183 | 9 | |
Customer Relationships [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | 20,976 | 20,976 | 20,976 | 20,976 |
Accumulated Amortization | (8,942) | (7,023) | (4,463) | (7,023) |
Net Carrying Amount | $ 12,034 | $ 13,953 | $ 16,513 | 13,953 |
Customer Relationships [Member] | Minimum [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 2 years | 2 years | 2 years | |
Customer Relationships [Member] | Maximum [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 8 years | 8 years | 8 years | |
Noncompete Agreements [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | $ 550 | $ 550 | $ 550 | 550 |
Accumulated Amortization | (452) | (349) | (211) | (349) |
Net Carrying Amount | $ 98 | $ 201 | $ 339 | 201 |
Noncompete Agreements [Member] | Minimum [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 3 years | 3 years | 3 years | |
Noncompete Agreements [Member] | Maximum [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 4 years | 4 years | 4 years | |
Technology Equipment [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 3 years | 3 years | 3 years | |
Gross Carrying Amount | $ 1,197 | $ 1,197 | $ 1,197 | 1,197 |
Accumulated Amortization | $ (1,197) | (997) | (599) | (997) |
Net Carrying Amount | $ 200 | $ 598 | $ 200 | |
Domain Name [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
[custom:DomainNameAtUsefulLife] | Indefinite | Indefinite | Indefinite |
Goodwill and other intangible_3
Goodwill and other intangibles (Details-Future Amortization Expense) - Rubicon Technologies, LLC and Subsidiaries [Member] - Rubicon [Member] - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
2021 | $ 675 | $ 2,906 |
2022 | 2,623 | 2,623 |
2023 | 2,559 | 2,559 |
2024 | 2,559 | 2,559 |
2025 | 2,559 | 2,559 |
Thereafter | 1,157 | 1,157 |
Future amortization of intangible assets | $ 12,132 | $ 14,363 |
Goodwill and other intangible_4
Goodwill and other intangibles (Details-Not deductible for tax purposes) - Rubicon Technologies, LLC and Subsidiaries [Member] - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Goodwill | $ 32,132 | $ 32,132 | |
Rubicon [Member] | |||
Goodwill | $ 32,132 | $ 32,132 |
Goodwill and other intangible_5
Goodwill and other intangibles (Details Narrative) - Rubicon Technologies, LLC and Subsidiaries [Member] - Rubicon [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Service [Member] | ||||||
Amortization of intangible assets | $ 2,500 | $ 3,500 | ||||
Warrant [Member] | ||||||
Amortization of intangible assets | $ 700 | $ 800 | $ 2,200 | $ 3,300 |
Leases (Details)
Leases (Details) - Rubicon Technologies, LLC and Subsidiaries [Member] - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 02, 2019 |
Assets | ||||
Right-of-use assets | $ 3,884 | $ 4,600 | ||
Liabilities | ||||
Current lease liabilities | 1,412 | 1,181 | ||
Non-current lease liabilities | 4,555 | $ 5,962 | ||
Rubicon [Member] | ||||
Assets | ||||
Right-of-use assets | $ 3,251 | 3,884 | $ 5,000 | |
Liabilities | ||||
Current lease liabilities | 1,612 | 1,412 | 1,000 | |
Non-current lease liabilities | 3,359 | 4,555 | $ 6,900 | |
Total liabilities | $ 4,971 | $ 5,967 |
Leases (Details 1)
Leases (Details 1) - Rubicon Technologies, LLC and Subsidiaries [Member] - Warrant [Member] - Rubicon [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Lease expense | ||
Operating lease expense | $ 1,479 | $ 1,442 |
Short-term lease expense | 586 | 708 |
Less: Sublease income | (605) | |
Total lease expense | $ 1,459 | $ 2,150 |
Leases (Details 2)
Leases (Details 2) - Rubicon Technologies, LLC and Subsidiaries [Member] - Rubicon [Member] - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
2021 | $ 512 | |
2022 | 2,072 | |
2023 | 2,125 | |
2024 | 1,077 | |
Total minimum lease payments | 5,786 | |
Less: Imputed interest | (815) | |
Total operating lease liabilities | $ 4,971 | $ 5,967 |
Liability [Member] | ||
2021 | 2,022 | |
2022 | 2,021 | |
2023 | 2,022 | |
2024 | 2,021 | |
Total minimum lease payments | 8,086 | |
Less: Imputed interest | (2,331) | |
Total operating lease liabilities | $ 5,755 |
Leases (Details Narrative)
Leases (Details Narrative) - Rubicon Technologies, LLC and Subsidiaries [Member] - Rubicon [Member] - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Operating lease liabilities | $ 4,971 | $ 5,967 | |
Weighted-average remaining lease term | 3 years 6 months | ||
Weighted-average discount rate | 11.50% | ||
Cash [Member] | |||
Operating lease liabilities | $ 1,900 | $ 1,900 |
Revenue (Details)
Revenue (Details) - Rubicon Technologies, LLC and Subsidiaries [Member] - Rubicon [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||||||
Revenue | $ 149,208 | $ 135,811 | $ 419,762 | $ 410,377 | $ 539,373 | $ 509,397 |
Warrant [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenue | 149,208 | 135,811 | 419,762 | 410,377 | 539,373 | 509,397 |
Service [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenue | 127,256 | 124,547 | 365,511 | 373,679 | 490,122 | 471,200 |
Recyclable Commodity [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenue | $ 21,952 | $ 11,264 | $ 54,251 | $ 36,698 | $ 49,251 | $ 38,197 |
Members' (deficit) equity (Deta
Members' (deficit) equity (Details) - shares | Sep. 30, 2021 | Jun. 30, 2021 | Apr. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Subsidiary or Equity Method Investee [Line Items] | |||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | ||
Rubicon Technologies, LLC and Subsidiaries [Member] | Rubicon [Member] | |||||
Subsidiary or Equity Method Investee [Line Items] | |||||
Preferred stock, shares authorized | 59,504,853 | 59,504,853 | 59,504,853 | ||
Rubicon Technologies, LLC and Subsidiaries [Member] | Rubicon [Member] | Equity [Member] | |||||
Subsidiary or Equity Method Investee [Line Items] | |||||
Preferred stock, shares authorized | 33,509,272 | 32,426,264 | 32,426,264 | ||
Rubicon Technologies, LLC and Subsidiaries [Member] | Common Stock [Member] | Rubicon [Member] | |||||
Subsidiary or Equity Method Investee [Line Items] | |||||
Common stock, shares authorized | 34,438,298 | 34,438,298 | 34,438,298 | ||
Rubicon Technologies, LLC and Subsidiaries [Member] | Common Stock [Member] | Rubicon [Member] | Equity [Member] | |||||
Subsidiary or Equity Method Investee [Line Items] | |||||
Common stock, shares authorized | 9,440,108 | 9,440,108 | 9,440,108 | ||
Rubicon Technologies, LLC and Subsidiaries [Member] | Series A Preferred Stock [Member] | Rubicon [Member] | |||||
Subsidiary or Equity Method Investee [Line Items] | |||||
Preferred stock, shares authorized | 4,834,906 | 4,834,906 | 4,834,906 | ||
Rubicon Technologies, LLC and Subsidiaries [Member] | Series A Preferred Stock [Member] | Rubicon [Member] | Equity [Member] | |||||
Subsidiary or Equity Method Investee [Line Items] | |||||
Preferred stock, shares authorized | 4,834,906 | 4,834,906 | 4,834,906 | ||
Rubicon Technologies, LLC and Subsidiaries [Member] | Series B Preferred Stock [Member] | Rubicon [Member] | |||||
Subsidiary or Equity Method Investee [Line Items] | |||||
Preferred stock, shares authorized | 6,820,450 | 6,820,450 | 6,820,450 | ||
Rubicon Technologies, LLC and Subsidiaries [Member] | Series B Preferred Stock [Member] | Rubicon [Member] | Equity [Member] | |||||
Subsidiary or Equity Method Investee [Line Items] | |||||
Preferred stock, shares authorized | 6,774,923 | 6,774,923 | 6,774,923 | ||
Rubicon Technologies, LLC and Subsidiaries [Member] | Series C Preferred Stock [Member] | Rubicon [Member] | |||||
Subsidiary or Equity Method Investee [Line Items] | |||||
Preferred stock, shares authorized | 3,142,815 | 3,142,815 | 3,142,815 | ||
Rubicon Technologies, LLC and Subsidiaries [Member] | Series C Preferred Stock [Member] | Rubicon [Member] | Equity [Member] | |||||
Subsidiary or Equity Method Investee [Line Items] | |||||
Preferred stock, shares authorized | 3,141,500 | 3,141,500 | 3,141,500 | ||
Rubicon Technologies, LLC and Subsidiaries [Member] | Series D Preferred Stock [Member] | Rubicon [Member] | |||||
Subsidiary or Equity Method Investee [Line Items] | |||||
Preferred stock, shares authorized | 2,816,403 | 2,816,403 | 2,816,403 | ||
Rubicon Technologies, LLC and Subsidiaries [Member] | Series D Preferred Stock [Member] | Rubicon [Member] | Equity [Member] | |||||
Subsidiary or Equity Method Investee [Line Items] | |||||
Preferred stock, shares authorized | 2,787,707 | 2,787,707 | 2,787,707 | ||
Rubicon Technologies, LLC and Subsidiaries [Member] | Series E Preferred Stock [Member] | Rubicon [Member] | |||||
Subsidiary or Equity Method Investee [Line Items] | |||||
Preferred stock, shares authorized | 7,451,981 | 7,451,981 | 7,451,981 | ||
Rubicon Technologies, LLC and Subsidiaries [Member] | Series E Preferred Stock [Member] | Rubicon [Member] | Equity [Member] | |||||
Subsidiary or Equity Method Investee [Line Items] | |||||
Preferred stock, shares authorized | 6,530,128 | 5,447,120 | 5,447,120 |
Members_ (deficit) equity (Deta
Members’ (deficit) equity (Details Narrative) - Rubicon Technologies, LLC and Subsidiaries [Member] - Series E Preferred Stock [Member] - Rubicon [Member] - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Subsidiary or Equity Method Investee [Line Items] | ||
Number of shares issued, shares | 1,083,008 | 1,203,625 |
Share price | $ 30 | |
Professional fees | $ 100 | |
Warrants issued | $ 32,500 |
Warrants (Details)
Warrants (Details) - $ / shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2021 | |
Warrant price | $ 0.01 | |||
Rubicon Technologies, LLC and Subsidiaries [Member] | Rubicon [Member] | ||||
Warrants outstanding, ending | 1,084,725 | 1,084,725 | ||
Weighted average exercise price, granted | $ 3.72 | $ 3.37 | $ 2.78 | |
Warrants expired | 29,183 | 6,976 | 212,933 | |
Weighted average exercise price, expired | $ 4.08 | $ 4.08 | $ 3.96 | |
Warrants outstanding, beginning | 1,084,725 | 1,084,725 | 844,000 | |
Warrants expired | (29,183) | (6,976) | (212,933) | |
Warrants outstanding, ending | 1,084,725 | 1,084,725 | ||
Rubicon Technologies, LLC and Subsidiaries [Member] | Rubicon [Member] | Warrant [Member] | ||||
Warrants outstanding, ending | 1,084,725 | |||
Warrant price | $ 30 | $ 30 | ||
Warrants granted | 240,725 | |||
Weighted average exercise price, granted | $ 30 | |||
Warrants exercised | 1,083,008 | |||
Weighted average exercise price, exercised | $ 30 | |||
Warrants expired | 1,717 | |||
Weighted average exercise price, expired | $ 30 | |||
Warrants outstanding, beginning | 1,084,725 | |||
Weighted average exercise price, beginning | $ 30 | $ 30 | $ 30 | |
Warrants exercised | (1,083,008) | |||
Warrants expired | (1,717) | |||
Warrants outstanding, ending | 1,084,725 | |||
Weighted average exercise price, ending | $ 30 | $ 30 |
Equity incentive plan (Details-
Equity incentive plan (Details-Fair Value Of Incentive Grants) - Rubicon Technologies, LLC and Subsidiaries [Member] - Rubicon [Member] | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 2.20% | 2.20% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 3 years | 3 years |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 28.70% | 28.70% |
Warrants (Details-Incentive Uni
Warrants (Details-Incentive Unit Activity) - Rubicon Technologies, LLC and Subsidiaries [Member] - Rubicon [Member] - shares | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2021 | Dec. 31, 2018 | |
Options outstanding, ending balance | 3,017,191 | 2,848,050 | 3,137,508 | 3,043,225 |
Options granted | 176,117 | 17,758 | ||
Options forfeited/redeemed | (6,976) | (212,933) | ||
Option outstanding, vested | 2,741,744 |
Warrants (Details-Nonvested Inc
Warrants (Details-Nonvested Incentive Units) - Rubicon Technologies, LLC and Subsidiaries [Member] - Rubicon [Member] - $ / shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Option nonvested, ending | 265,283 | 275,447 | 244,964 | 757,228 |
Weighted average grant date fair Value, beginning | $ 6.89 | $ 3.91 | $ 3.49 | $ 3.26 |
Granted | 149,500 | 176,117 | 17,758 | |
Weighted Average Grant Date Fair Value, granted | $ 9.06 | $ 4.08 | $ 4.08 | |
Vested | (2,872,225) | (138,659) | (317,089) | |
Weighted Average Grant Date Fair Value, vested | $ 3.72 | $ 3.37 | $ 2.78 | |
Forfeited/redeemed | (29,183) | (6,976) | (212,933) | |
Weighted Average Grant Date Fair Value, forfeited/redeemed | $ 4.08 | $ 4.08 | $ 3.96 |
Equity incentive plan (Details
Equity incentive plan (Details Narrative) - Rubicon Technologies, LLC and Subsidiaries [Member] - Rubicon [Member] - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Fair value of stock | $ 9.06 | $ 9.06 | $ 4.08 | $ 4.08 | ||
Fir value of shares | $ 1,400 | $ 700 | $ 100 | |||
Compensation costs | $ 600 | $ 100 | 2,900 | $ 200 | 500 | $ 900 |
Unrecognized compensation cost | 1,800 | $ 1,800 | $ 1,100 | |||
Weighted-average period | 3 years 2 months 12 days | 2 years 7 months 13 days | ||||
Number of shares awarded | 203,750 | 57,792 | ||||
Compensation cost | $ 100 | $ 100 | $ 500 | $ 400 | $ 300 | $ 200 |
Employee Benefits Plan (Details
Employee Benefits Plan (Details Narrative) - Rubicon Technologies, LLC and Subsidiaries [Member] - Rubicon [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Salary contribute | $ 19,500 | $ 19,000 |
Salary and wages | $ 400 | $ 400 |
Net loss per common unit (Detai
Net loss per common unit (Details-Basic and diluted net loss per common unit) - USD ($) | Apr. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | ||||
Net loss attributable to common unit holders (in thousands) | $ (8,529) | $ (8,529) | $ (8,529) | ||||||||||
Weighted-average units used in computing net loss per common unit, basic and diluted | 6,875,000 | [1] | 6,875,000 | [1] | 6,875,000 | [2] | 6,875,000 | [2] | |||||
Net loss per common unit, basic and diluted | $ 0 | $ 0 | |||||||||||
Rubicon Technologies, LLC and Subsidiaries [Member] | Rubicon [Member] | |||||||||||||
Net loss attributable to common unit holders (in thousands) | $ (18,128,000) | $ (14,476,000) | $ (42,831,000) | $ (43,870,000) | $ (58,583,000) | $ (60,436,000) | |||||||
Weighted-average units used in computing net loss per common unit, basic and diluted | 33,470,258 | 32,426,264 | 32,893,635 | 32,426,264 | 32,426,264 | 31,788,163 | |||||||
Net loss per common unit, basic and diluted | $ (0.54) | $ (0.45) | $ (1.30) | $ (1.35) | $ (1.81) | $ (1.90) | |||||||
[1] | Excludes an aggregate of up to 1,031,250 Class B ordinary shares that are subject to forfeiture if the over-allotment option is not exercised in full by the underwriters (see Note 8). | ||||||||||||
[2] | Excluded an aggregate of up to 1,031,250 Class B ordinary shares that were subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. The over-allotment option was exercised in full on October 19, 2021; thus, these shares are no longer subject to forfeiture (see Note 5 and Note 8). |
Net loss per common unit (Det_2
Net loss per common unit (Details - Diluted net income (loss) per common unit) - shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Rubicon Technologies, LLC and Subsidiaries [Member] | Rubicon [Member] | ||||
Antidilutive shares | 1,084,725 | 1,084,725 | 1,084,725 |
Income taxes (Details-Deferred
Income taxes (Details-Deferred Tax Assets) - Rubicon Technologies, LLC and Subsidiaries [Member] - Rubicon [Member] - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets (liabilities): | ||
Allowance for doubtful accounts | $ 161 | $ 40 |
Accrued vacation | 21 | 15 |
Accrued bonuses | 134 | 118 |
Interest expense limitation | 1 | |
Lease liability | 224 | 262 |
Intangible assets | (2,835) | (3,025) |
Net operating losses | 1,523 | 712 |
Capitalized transaction costs | 59 | 63 |
Right of use asset | (209) | (255) |
Depreciation | (54) | (162) |
Goodwill | (922) | (809) |
Deferred tax liability, net | $ (1,897) | $ (3,041) |
Income taxes (Details-Provision
Income taxes (Details-Provision for income taxes) - Rubicon Technologies, LLC and Subsidiaries [Member] - Rubicon [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | ||
Federal | $ (437) | $ (3) |
State | 127 | 53 |
Total current | (310) | 50 |
Deferred: | ||
Federal | (1,100) | (351) |
State | (44) | (82) |
Total deferred | (1,144) | (433) |
Total income tax benefit | (1,454) | (383) |
Less: Pre-acquisition tax reimbursement | ||
Total income tax benefit | $ (1,454) | $ (383) |
Income taxes (Details-Federal s
Income taxes (Details-Federal statutory rate and the effective income tax rate) - Rubicon Technologies, LLC and Subsidiaries [Member] - Rubicon [Member] | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statutory U.S. federal tax rate | 21.00% | 21.00% | ||||
State income taxes (net of federal benefit) | (0.11%) | 0.04% | ||||
Income passed through to Members | (18.47%) | (20.37%) | ||||
Permanent differences | 0.00% | (0.01%) | ||||
Other | 0.00% | 0.03% | ||||
Effective income tax rate | 1.40% | 2.40% | 2.20% | 2.40% | 2.42% | 0.63% |
Income taxes (Details Narrative
Income taxes (Details Narrative) - Rubicon Technologies, LLC and Subsidiaries [Member] - Rubicon [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current tax benefit | $ 300 | $ 400 | $ 1,000 | $ 1,100 | $ 400 | |
Tax receivable | 400 | |||||
Deferred tax liability | 900 | $ 800 | ||||
Operating loss carryforward | $ 6,900 | |||||
Effective tax rate | 1.40% | 2.40% | 2.20% | 2.40% | 2.42% | 0.63% |
Concentrations (Details Narrati
Concentrations (Details Narrative) - Rubicon Technologies, LLC and Subsidiaries [Member] - Rubicon [Member] | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue Benchmark [Member] | One Customer [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration Risk, Percentage | 31.00% | 28.00% | 28.00% | 28.00% |
Revenue Benchmark [Member] | Two Customer [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration Risk, Percentage | 29.00% | 28.00% | 25.00% | 25.00% |
Accounts Receivable [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration Risk, Percentage | 27.00% | 23.00% | ||
Contract Assets [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration Risk, Percentage | 23.00% | 16.00% |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Current Assets: | |||
Cash and cash equivalents | |||
Total assets | 388,074 | ||
Current Liabilities: | |||
Accrued expenses | 53,529 | ||
Total current liabilities | 371,603 | ||
Long-Term Liabilities: | |||
Members’ (Deficit) Equity | 16,471 | ||
Total liabilities and shareholder’s equity | 388,074 | ||
Rubicon Technologies, LLC and Subsidiaries [Member] | |||
Current Assets: | |||
Cash and cash equivalents | $ 6,021,000 | $ 17,666,000 | |
Accounts receivable, net | 45,019,000 | 39,567,000 | |
Contract assets | 43,357,000 | 55,088,000 | |
Prepaid expenses | 4,290,000 | 5,632,000 | |
Other current assets | 2,224,000 | 1,223,000 | |
Total Current Assets | 100,911,000 | 119,176,000 | |
Property and equipment, net | 2,289,000 | 2,634,000 | |
Operating right-of-use assets | 3,884,000 | 4,600,000 | |
Other noncurrent assets | 5,535,000 | 5,925,000 | |
Goodwill | 32,132,000 | 32,132,000 | |
Intangible assets, net | 15,148,000 | 18,200,000 | |
Total assets | 159,899,000 | 182,667,000 | |
Current Liabilities: | |||
Accounts payable | 41,915,000 | 26,816,000 | |
Line of credit | 29,373,000 | 35,951,000 | |
Accrued expenses | 48,990,000 | 49,853,000 | |
Deferred compensation | 1,079,000 | 808,000 | |
Contract liabilities | 3,993,000 | 2,880,000 | |
Operating lease liabilities, current | 1,412,000 | 1,181,000 | |
Current portion of long-term debt, net of debt issuance costs | 680,000 | 1,063,000 | |
Total current liabilities | 127,442,000 | 118,552,000 | |
Long-Term Liabilities: | |||
Operating lease liabilities, noncurrent | 4,555,000 | 5,962,000 | |
Long-term debt, net of debt issuance costs | 47,024,000 | 18,048,000 | |
Other long-term liabilities | 167,000 | 135,000 | |
Total Long-Term Liabilities | 53,643,000 | 27,186,000 | |
Total Liabilities | 181,085,000 | 145,738,000 | |
Members’ (Deficit) Equity | (21,186,000) | 36,929,000 | |
Total liabilities and shareholder’s equity | 159,899,000 | 182,667,000 | |
Rubicon Technologies, LLC and Subsidiaries [Member] | Rubicon [Member] | |||
Current Assets: | |||
Cash and cash equivalents | 7,638,000 | 6,021,000 | |
Accounts receivable, net | 47,649,000 | 45,019,000 | |
Contract assets | 55,176,000 | 43,357,000 | |
Prepaid expenses | 5,700,000 | 4,290,000 | |
Other current assets | 2,369,000 | 2,224,000 | |
Total Current Assets | 118,532,000 | 100,911,000 | |
Property and equipment, net | 2,451,000 | 2,289,000 | |
Operating right-of-use assets | 3,251,000 | 3,884,000 | |
Other noncurrent assets | 4,222,000 | 5,535,000 | |
Goodwill | 32,132,000 | 32,132,000 | |
Intangible assets, net | 12,967,000 | 15,148,000 | |
Total assets | 173,555,000 | 159,899,000 | |
Current Liabilities: | |||
Accounts payable | 53,688,000 | 41,915,000 | |
Line of credit | 25,000,000 | 29,373,000 | |
Accrued expenses | 54,685,000 | 48,990,000 | 49,853,000 |
Deferred compensation | 3,986,000 | 1,079,000 | |
Contract liabilities | 3,595,000 | 3,993,000 | |
Operating lease liabilities, current | 1,612,000 | 1,412,000 | |
Current portion of long-term debt, net of debt issuance costs | 5,174,000 | 680,000 | |
Total current liabilities | 147,740,000 | 127,442,000 | |
Long-Term Liabilities: | |||
Deferred income taxes | 891,000 | 1,897,000 | |
Operating lease liabilities, noncurrent | 3,359,000 | 4,555,000 | |
Long-term debt, net of debt issuance costs | 52,291,000 | 47,024,000 | 18,048,000 |
Other long-term liabilities | 315,000 | 167,000 | |
Total Long-Term Liabilities | 56,856,000 | 53,643,000 | |
Total Liabilities | 204,596,000 | 181,085,000 | |
Members’ (Deficit) Equity | (31,041,000) | (21,186,000) | $ 36,929,000 |
Total liabilities and shareholder’s equity | $ 173,555,000 | $ 159,899,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | ||
Other Income (Expense): | |||||
Net loss | |||||
Net loss per unit, basic and diluted | $ 0 | ||||
Weighted Average Number of Shares Outstanding, Basic and Diluted | [1] | 6,875,000 | |||
Rubicon Technologies, LLC and Subsidiaries [Member] | Rubicon [Member] | |||||
Revenue | $ 149,208,000 | $ 135,811,000 | $ 419,762,000 | $ 410,377,000 | |
Costs and Expenses: | |||||
Cost of revenue (exclusive of amortization and depreciation) | 143,111,000 | 129,738,000 | 402,385,000 | 393,673,000 | |
Sales and marketing | 3,808,000 | 3,564,000 | 10,604,000 | 10,729,000 | |
Product development | 4,827,000 | 3,659,000 | 13,350,000 | 10,893,000 | |
General and administrative | 11,561,000 | 9,842,000 | 34,968,000 | 28,623,000 | |
Amortization and depreciation | 1,344,000 | 1,477,000 | 4,958,000 | 4,840,000 | |
Total Costs and Expenses | 164,651,000 | 148,280,000 | 466,265,000 | 448,758,000 | |
Loss from Operations | (15,443,000) | (12,469,000) | (46,503,000) | (38,381,000) | |
Other Income (Expense): | |||||
Interest earned | 1,000 | 2,000 | 7,000 | ||
Gain on forgiveness of debt | 10,900,000 | ||||
Other expense | (326,000) | (272,000) | (730,000) | (730,000) | |
Interest expense | (2,611,000) | (2,098,000) | (7,461,000) | (5,848,000) | |
Total Other Income (Expense) | (2,937,000) | (2,369,000) | 2,711,000 | (6,571,000) | |
Loss Before Income Tax Benefit | (18,380,000) | (14,838,000) | (43,792,000) | (44,952,000) | |
Income tax benefit | (252,000) | (362,000) | (961,000) | (1,082,000) | |
Net loss | $ (18,128,000) | $ (14,476,000) | $ (42,831,000) | $ (43,870,000) | |
Net loss per unit, basic and diluted | $ (0.54) | $ (0.45) | $ (1.30) | $ (1.35) | |
Weighted Average Number of Shares Outstanding, Basic and Diluted | 33,470,258 | 32,426,264 | 32,893,635 | 32,426,264 | |
[1] | Excluded an aggregate of up to 1,031,250 Class B ordinary shares that were subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. The over-allotment option was exercised in full on October 19, 2021; thus, these shares are no longer subject to forfeiture (see Note 5 and Note 8). |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF MEMBERS' (DEFICIT) EQUITY (UNAUDITED) - USD ($) | Total | Rubicon Technologies, LLC and Subsidiaries [Member] | Rubicon Technologies, LLC and Subsidiaries [Member]Rubicon [Member] | Common Stock [Member]Rubicon Technologies, LLC and Subsidiaries [Member]Rubicon [Member] | Preferred Stock [Member]Rubicon Technologies, LLC and Subsidiaries [Member]Rubicon [Member] |
Balance April 30, 2021 at Dec. 31, 2018 | $ 60,466,000 | $ (97,957,000) | $ 158,423,000 | ||
Compensation costs related to incentive units | 902,000 | 902,000 | |||
Net loss | (60,436,000) | (18,076,000) | (42,360,000) | ||
Balance June 30, 2021 (unaudited) at Dec. 31, 2019 | $ 36,929,000 | 36,929,000 | (116,033,000) | 152,962,000 | |
Compensation costs related to incentive units | 375,000 | 375,000 | |||
Net loss | (43,870,000) | (12,772,000) | (31,098,000) | ||
Balance June 30, 2021 (unaudited) at Sep. 30, 2020 | (6,566,000) | (128,805,000) | 122,239,000 | ||
Balance April 30, 2021 at Dec. 31, 2019 | 36,929,000 | 36,929,000 | (116,033,000) | 152,962,000 | |
Compensation costs related to incentive units | 468,000 | 468,000 | |||
Net loss | (58,583,000) | (17,388,000) | (41,195,000) | ||
Balance June 30, 2021 (unaudited) at Dec. 31, 2020 | (21,186,000) | (21,186,000) | (133,421,000) | 112,235,000 | |
Balance April 30, 2021 at Jun. 30, 2020 | 7,785,000 | (124,590,000) | 132,375,000 | ||
Compensation costs related to incentive units | 125,000 | 125,000 | |||
Net loss | (14,476,000) | (4,215,000) | (10,261,000) | ||
Balance June 30, 2021 (unaudited) at Sep. 30, 2020 | (6,566,000) | (128,805,000) | 122,239,000 | ||
Balance April 30, 2021 at Dec. 31, 2020 | $ (21,186,000) | (21,186,000) | (133,421,000) | 112,235,000 | |
Compensation costs related to incentive units | 486,000 | 486,000 | |||
Warrants exercised | 32,490,000 | 32,490,000 | |||
Net loss | (42,831,000) | (12,356,000) | (30,475,000) | ||
Balance June 30, 2021 (unaudited) at Sep. 30, 2021 | $ 16,471 | (31,041,000) | (145,777,000) | 114,736,000 | |
Balance April 30, 2021 at Apr. 25, 2021 | |||||
Net loss | (8,529) | ||||
Balance June 30, 2021 (unaudited) at Apr. 30, 2021 | 16,471 | ||||
Balance April 30, 2021 at Apr. 25, 2021 | |||||
Net loss | (8,529) | ||||
Balance June 30, 2021 (unaudited) at Jun. 30, 2021 | 16,471 | (15,029,000) | (140,574,000) | 125,545,000 | |
Balance April 30, 2021 at Apr. 25, 2021 | |||||
Net loss | (8,529) | ||||
Balance June 30, 2021 (unaudited) at Sep. 30, 2021 | 16,471 | (31,041,000) | (145,777,000) | 114,736,000 | |
Balance April 30, 2021 at Jun. 30, 2021 | 16,471 | (15,029,000) | (140,574,000) | 125,545,000 | |
Compensation costs related to incentive units | 122,000 | 122,000 | |||
Warrants exercised | 1,994,000 | 1,994,000 | |||
Net loss | (18,128,000) | (5,203,000) | (12,925,000) | ||
Balance June 30, 2021 (unaudited) at Sep. 30, 2021 | $ 16,471 | $ (31,041,000) | $ (145,777,000) | $ 114,736,000 |
CONSOLIDATED STATEMENT OF CASH
CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Rubicon Technologies, LLC and Subsidiaries [Member] | Rubicon [Member] | ||||
Cash flows from operating activities: | ||||
Net loss | $ (42,831,000) | $ (43,870,000) | $ (58,583,000) | $ (60,436,000) |
Adjustments to reconcile net loss to net cash flows from operating activities: | ||||
Loss on disposal of property and equipment | (30,000) | |||
Amortization and depreciation | 4,958,000 | 4,840,000 | 6,450,000 | 6,434,000 |
Amortization of debt issuance costs | 1,018,000 | 968,000 | 1,319,000 | 923,000 |
Bad debt reserve | 3,143,000 | 3,848,000 | 4,783,000 | 2,829,000 |
Equity-based compensation | 486,000 | 375,000 | 468,000 | 902,000 |
Phantom unit expense | 2,907,000 | 150,000 | 271,000 | 236,000 |
Gain on forgiveness of debt | (10,900,000) | |||
Deferred income taxes | (1,006,000) | (1,082,000) | (1,144,000) | (433,000) |
Change in operating assets and liabilities: | ||||
Accounts receivable | (5,774,000) | (16,135,000) | (10,235,000) | (5,676,000) |
Contract assets | (11,819,000) | 7,942,000 | 11,731,000 | (11,726,000) |
Prepaid expenses | (1,842,000) | (503,000) | 695,000 | (1,012,000) |
Other current assets | (328,000) | (957,000) | (1,557,000) | (878,000) |
Operating right-of-use assets | 633,000 | 524,000 | 716,000 | 364,000 |
Accounts payable | 11,773,000 | 11,735,000 | 15,099,000 | 1,958,000 |
Accrued expenses | 5,816,000 | (1,009,000) | (863,000) | 1,248,000 |
Other noncurrent assets | (67,000) | (590,000) | (601,000) | (299,000) |
Contract liabilities | (399,000) | 211,000 | 1,114,000 | 1,077,000 |
Operating lease liabilities | (996,000) | (868,000) | (1,176,000) | (794,000) |
Other liabilities | 148,000 | (136,000) | 31,000 | 136,000 |
Net cash used in operating activities | (45,110,000) | (34,557,000) | (31,482,000) | (65,147,000) |
Cash flows from investing activities: | ||||
Property and equipment purchases | (1,294,000) | (1,201,000) | (1,288,000) | (742,000) |
Intangible asset purchases | (50,000) | (212,000) | (218,000) | (567,000) |
Net cash flows from investing activities | (1,344,000) | (1,413,000) | (1,506,000) | (1,309,000) |
Cash flows from financing activities: | ||||
Net (payments) borrowings on line of credit | (4,373,000) | 2,399,000 | (6,578,000) | 19,972,000 |
Proceeds from long-term debt | 22,254,000 | 30,778,000 | 30,778,000 | 20,000,000 |
Repayments of long-term debt | (1,500,000) | (2,254,000) | (2,254,000) | |
Financing costs paid | (800,000) | (603,000) | (603,000) | (1,180,000) |
Warrants exercised | 32,490,000 | |||
Net cash flows from financing activities | 48,071,000 | 30,320,000 | 21,343,000 | 72,766,000 |
Net change in cash | 1,617,000 | (5,650,000) | (11,645,000) | 6,310,000 |
Cash, beginning of year | 6,021,000 | 17,666,000 | 17,666,000 | 11,356,000 |
Cash, end of year | 7,638,000 | 12,016,000 | 6,021,000 | 17,666,000 |
Supplemental disclosure of cash flow information: | ||||
Cash paid for interest | $ 6,119,000 | $ 4,636,000 | $ 6,413,000 | $ 3,332,000 |
Debt (Details)
Debt (Details) - Rubicon Technologies, LLC and Subsidiaries [Member] - Rubicon [Member] - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Term loan balance | $ 58,500 | $ 48,524 | $ 20,000 |
Less unamortized loan origination costs | 1,035 | 820 | 889 |
Total borrowed | 57,465 | 47,704 | 19,111 |
Less short-term loan balance | (5,174) | (680) | $ (1,063) |
Long-term loan balance | $ 52,291 | $ 47,024 |
Debt (Details 1)
Debt (Details 1) - Rubicon Technologies, LLC and Subsidiaries [Member] - Rubicon [Member] - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Extinguishment of Debt [Line Items] | ||
Total | $ 52,291,000 | $ 47,024,000 |
Long-term Debt [Member] | ||
Extinguishment of Debt [Line Items] | ||
2021 | 1,500 | 1,500 |
2022 | 6,000 | 2,000 |
2023 | 6,000 | 2,000 |
2024 | 45,000 | 43,024 |
Total | $ 58,500 | $ 48,524 |
Goodwill and other intangible_6
Goodwill and other intangibles (Details) - Rubicon Technologies, LLC and Subsidiaries [Member] - Rubicon [Member] - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | 24 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | $ 23,451 | $ 23,451 | $ 23,451 | $ 23,451 |
Accumulated Amortization | (11,319) | (9,088) | (5,818) | (9,088) |
Net Carrying Amount | 12,132 | 14,363 | 17,633 | 14,363 |
Finite-Lived Intangible Assets [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | 24,286 | 24,236 | 24,018 | 24,236 |
Accumulated Amortization | (11,319) | (9,088) | (5,818) | (9,088) |
Net Carrying Amount | 12,967 | 15,148 | 18,200 | 15,148 |
Domain Name [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | 835 | 785 | 567 | 785 |
Net Carrying Amount | $ 835 | $ 785 | 567 | $ 785 |
Trade Names [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 5 years | 5 years | 5 years | |
Gross Carrying Amount | $ 728 | $ 728 | 728 | $ 728 |
Accumulated Amortization | (728) | (719) | (545) | (719) |
Net Carrying Amount | 9 | 183 | 9 | |
Customer Relationships [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | 20,976 | 20,976 | 20,976 | 20,976 |
Accumulated Amortization | (8,942) | (7,023) | (4,463) | (7,023) |
Net Carrying Amount | $ 12,034 | $ 13,953 | $ 16,513 | 13,953 |
Customer Relationships [Member] | Minimum [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 2 years | 2 years | 2 years | |
Customer Relationships [Member] | Maximum [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 8 years | 8 years | 8 years | |
Noncompete Agreements [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | $ 550 | $ 550 | $ 550 | 550 |
Accumulated Amortization | (452) | (349) | (211) | (349) |
Net Carrying Amount | $ 98 | $ 201 | $ 339 | 201 |
Noncompete Agreements [Member] | Minimum [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 3 years | 3 years | 3 years | |
Noncompete Agreements [Member] | Maximum [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 4 years | 4 years | 4 years | |
Technology Equipment [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 3 years | 3 years | 3 years | |
Gross Carrying Amount | $ 1,197 | $ 1,197 | $ 1,197 | 1,197 |
Accumulated Amortization | $ (1,197) | (997) | (599) | (997) |
Net Carrying Amount | $ 200 | $ 598 | $ 200 | |
Domain Name [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
[custom:DomainNameAtUsefulLife] | Indefinite | Indefinite | Indefinite |
Goodwill and other intangible_7
Goodwill and other intangibles (Details 1) - Rubicon Technologies, LLC and Subsidiaries [Member] - Rubicon [Member] - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
2021 | $ 675 | $ 2,906 |
2022 | 2,623 | 2,623 |
2023 | 2,559 | 2,559 |
2024 | 2,559 | 2,559 |
2025 | 2,559 | 2,559 |
Thereafter | 1,157 | 1,157 |
Future amortization of intangible assets | $ 12,132 | $ 14,363 |
Equity incentive plan (Details)
Equity incentive plan (Details) - Rubicon Technologies, LLC and Subsidiaries [Member] - Rubicon [Member] - shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Option nonvested, beginning | 3,017,191 | 2,848,050 | 3,043,225 |
Granted | 149,500 | 176,117 | 17,758 |
Forfeited/redeemed | (29,183) | (6,976) | (212,933) |
Option nonvested, beginning | 3,137,508 | 3,017,191 | 2,848,050 |
Vested | 2,872,225 | 138,659 | 317,089 |
Equity incentive plan (Detail_2
Equity incentive plan (Details 1) - Rubicon Technologies, LLC and Subsidiaries [Member] - Rubicon [Member] - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Option nonvested, Beginning | 275,447 | 244,964 | 757,228 |
Weighted average grant date fair Value, beginning | $ 3.91 | $ 3.49 | $ 3.26 |
Granted | 149,500 | 176,117 | 17,758 |
Weighted Average Grant Date Fair Value, granted | $ 9.06 | $ 4.08 | $ 4.08 |
Vested | (130,481) | ||
Weighted Average Grant Date Fair Value, vested | $ 3.72 | $ 3.37 | $ 2.78 |
Forfeited/redeemed | (29,183) | (6,976) | (212,933) |
Weighted Average Grant Date Fair Value, forfeited/redeemed | $ 4.08 | $ 4.08 | $ 3.96 |
Option nonvested, ending | 265,283 | 275,447 | 244,964 |
Weighted average grant date fair Value, beginning | $ 6.89 | $ 3.91 | $ 3.49 |
Net loss per preferred and co_3
Net loss per preferred and common unit (Details) - USD ($) | Apr. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | ||||
Net loss attributable to unitholders (in thousands) | $ (8,529) | $ (8,529) | $ (8,529) | ||||||||||
Weighted Average Number of Shares Outstanding, Basic and Diluted | 6,875,000 | [1] | 6,875,000 | [1] | 6,875,000 | [2] | 6,875,000 | [2] | |||||
Net loss per common unit, basic and diluted | $ 0 | $ 0 | |||||||||||
Rubicon Technologies, LLC and Subsidiaries [Member] | Rubicon [Member] | |||||||||||||
Net loss attributable to unitholders (in thousands) | $ (18,128,000) | $ (14,476,000) | $ (42,831,000) | $ (43,870,000) | $ (58,583,000) | $ (60,436,000) | |||||||
Weighted Average Number of Shares Outstanding, Basic and Diluted | 33,470,258 | 32,426,264 | 32,893,635 | 32,426,264 | 32,426,264 | 31,788,163 | |||||||
Net loss per preferred unit, basic and diluted | $ (0.54) | $ (0.45) | $ (1.30) | $ (1.35) | |||||||||
Net loss per common unit, basic and diluted | $ (0.54) | $ (0.45) | $ (1.30) | $ (1.35) | $ (1.81) | $ (1.90) | |||||||
[1] | Excludes an aggregate of up to 1,031,250 Class B ordinary shares that are subject to forfeiture if the over-allotment option is not exercised in full by the underwriters (see Note 8). | ||||||||||||
[2] | Excluded an aggregate of up to 1,031,250 Class B ordinary shares that were subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. The over-allotment option was exercised in full on October 19, 2021; thus, these shares are no longer subject to forfeiture (see Note 5 and Note 8). |
Net loss per preferred and co_4
Net loss per preferred and common unit (Details 1) - shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Rubicon Technologies, LLC and Subsidiaries [Member] | Rubicon [Member] | ||||
Antidilutive shares | 1,084,725 | 1,084,725 | 1,084,725 |
Commitments and contingencies_3
Commitments and contingencies (Details) - Rubicon Technologies, LLC and Subsidiaries [Member] - Rubicon [Member] - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
2021 | $ 512 | |
2022 | 2,072 | |
2023 | 2,125 | |
2024 | 1,077 | |
Total minimum lease payments | 5,786 | |
Less: Imputed interest | (815) | |
Total operating lease liabilities | $ 4,971 | $ 5,967 |