Cover
Cover | 9 Months Ended |
Sep. 30, 2022 | |
Entity Addresses [Line Items] | |
Document Type | S-1 |
Amendment Flag | false |
Document Fiscal Period Focus | Q3 |
Document Fiscal Year Focus | 2022 |
Entity Registrant Name | RUBICON TECHNOLOGIES, INC. |
Entity Central Index Key | 0001862068 |
Entity Tax Identification Number | 88-3703651 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | 100 West Main Street Suite #610 |
Entity Address, City or Town | Lexington |
Entity Address, State or Province | KY |
Entity Address, Postal Zip Code | 40507 |
City Area Code | 844 |
Local Phone Number | 479-1507 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | 100 West Main Street Suite #610 |
Entity Address, City or Town | Lexington |
Entity Address, State or Province | KY |
Entity Address, Postal Zip Code | 40507 |
City Area Code | 844 |
Local Phone Number | 479-1507 |
Contact Personnel Name | Philip Rodoni |
BALANCE SHEET
BALANCE SHEET | Dec. 31, 2021 USD ($) |
Current Assets | |
Total current assets | $ 118,257,000 |
Total Assets | 175,641,000 |
Current Liabilities | |
Accrued offering expenses | 65,538,000 |
Total current liabilities | 181,630,000 |
Total Liabilities | 236,945,000 |
Preferred Stock - $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |
Additional paid-in capital | |
Accumulated deficit | |
Total Stockholders’ Deficit | |
Total Liabilities, Class A Ordinary Shares subject to Possible Redemption and Stockholders’ Deficit | 175,641,000 |
Common Class A [Member] | |
Current Liabilities | |
Common Stock, Value, Issued | |
Founder Spac [Member] | |
Current Assets | |
Cash | 761,605 |
Prepaid insurance | 511,509 |
Total current assets | 1,273,114 |
Long-term prepaid insurance | 401,507 |
Investments held in Trust Account | 321,015,932 |
Total Assets | 322,690,553 |
Current Liabilities | |
Accrued offering expenses | 96,000 |
Due to Sponsor | 102,667 |
Total current liabilities | 198,667 |
Deferred underwriting fee payable | 11,068,750 |
Total Liabilities | 11,267,417 |
Class A ordinary shares; 31,625,000 shares subject to possible redemption at $10.15 per share | 320,993,750 |
Preferred Stock - $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |
Additional paid-in capital | |
Accumulated deficit | (9,571,405) |
Total Stockholders’ Deficit | (9,570,614) |
Total Liabilities, Class A Ordinary Shares subject to Possible Redemption and Stockholders’ Deficit | 322,690,553 |
Founder Spac [Member] | Common Class A [Member] | |
Current Liabilities | |
Common Stock, Value, Issued | |
Founder Spac [Member] | Common Class B [Member] | |
Current Liabilities | |
Common Stock, Value, Issued | $ 791 |
BALANCE SHEET (Parenthetical)
BALANCE SHEET (Parenthetical) - $ / shares | Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | |||
Preferred Stock, Shares Authorized | 10,000,000 | 59,504,853 | 59,504,853 | |
Preferred Stock, Shares Issued | 0 | |||
Preferred Stock, Shares Outstanding | 0 | |||
Common Class A [Member] | ||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | |||
Common Stock, Shares Authorized | 690,000,000 | |||
Common Stock, Shares, Issued | 49,714,239 | |||
Common Stock, Shares, Outstanding | 49,714,239 | |||
Founder Spac [Member] | ||||
Temporary Equity, Shares Authorized | 31,625,000 | |||
Temporary Equity, Redemption Price Per Share | $ 10.15 | |||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | ||
Preferred Stock, Shares Issued | 0 | 0 | ||
Preferred Stock, Shares Outstanding | 0 | 0 | ||
Founder Spac [Member] | Common Class A [Member] | ||||
Temporary Equity, Shares Authorized | 31,625,000 | 31,625,000 | ||
Temporary Equity, Redemption Price Per Share | $ 10.15 | $ 10.15 | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||
Common Stock, Shares Authorized | 479,000,000 | 479,000,000 | ||
Common Stock, Shares, Issued | 0 | 0 | ||
Common Stock, Shares, Outstanding | 0 | 0 | ||
Founder Spac [Member] | Common Class B [Member] | ||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||
Common Stock, Shares Authorized | 20,000,000 | 20,000,000 | ||
Common Stock, Shares, Issued | 7,906,250 | 7,906,250 | ||
Common Stock, Shares, Outstanding | 7,906,250 | 7,906,250 |
STATEMENT OF OPERATIONS
STATEMENT OF OPERATIONS | 8 Months Ended |
Dec. 31, 2021 USD ($) $ / shares shares | |
Founder Spac [Member] | |
Formation costs and other operating expenses | $ 937,887 |
Loss from operations | (937,887) |
Other Income: | |
Income earned on investments in Trust Account | 22,182 |
Net loss | $ (915,705) |
Founder Spac [Member] | Class A Common Stock [Member] | |
Other Income: | |
Weighted average number of shares outstanding, basic and diluted | shares | 9,271,586 |
Basic and diluted net income per share | $ / shares | $ 0.02 |
Founder Spac [Member] | Class B Common Stock [Member] | |
Other Income: | |
Weighted average number of shares outstanding, basic and diluted | shares | 7,906,250 |
Basic and diluted net income per share | $ / shares | $ (0.14) |
STATEMENT OF CHANGES IN STOCKHO
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY DEFICIT - Founder Spac [Member] - USD ($) | Class B Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Ending balance, value at Jun. 30, 2021 | $ 24,209 | $ (8,529) | $ 16,471 | |
Ending balance, value at Dec. 31, 2021 | $ 791 | (9,571,405) | (9,570,614) | |
Ending balance, shares at Dec. 31, 2021 | 7,906,250 | |||
Balances at April 26, 2021 (inception) at Apr. 25, 2021 | ||||
Issuance of Class B ordinary shares to Sponsor | 24,209 | 25,000 | ||
Net loss | 8,529 | 8,529 | ||
Ending balance, value at Jun. 30, 2021 | 24,209 | (8,529) | 16,471 | |
Balances at April 26, 2021 (inception) at Apr. 25, 2021 | ||||
Issuance of Class B ordinary shares to Sponsor | $ 791 | 24,209 | 25,000 | |
Issuance of Class B ordinary shares to Sponsor, shares | 7,906,250 | |||
Underwriter’s fees | (6,325,000) | (6,325,000) | ||
Deferred underwriter fees | (11,068,750) | (11,068,750) | ||
Offering costs | (746,784) | (746,784) | ||
Sale of private placement warrants to Sponsor | 14,204,375 | 14,204,375 | ||
Deemed dividend to Class A Shareholders’ to state the Trust Account at Redemption value | 3,911,950 | (8,655,700) | (4,743,750) | |
Net loss | (915,705) | (915,705) | ||
Ending balance, value at Dec. 31, 2021 | $ 791 | (9,571,405) | (9,570,614) | |
Ending balance, shares at Dec. 31, 2021 | 7,906,250 | |||
Net loss | 570,351 | 570,351 | ||
Ending balance, value at Mar. 31, 2022 | (10,141,756) | (10,140,965) | ||
Balances at April 26, 2021 (inception) at Dec. 31, 2021 | $ 791 | (9,571,405) | (9,570,614) | |
Ending balance, value at Jun. 30, 2022 | (10,381,827) | (10,381,036) | ||
Balances at April 26, 2021 (inception) at Dec. 31, 2021 | $ 791 | (9,571,405) | (9,570,614) | |
Balances at April 26, 2021 (inception) at Mar. 31, 2022 | (10,141,756) | (10,140,965) | ||
Net loss | 240,071 | 240,071 | ||
Ending balance, value at Jun. 30, 2022 | $ (10,381,827) | $ (10,381,036) |
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS | 8 Months Ended |
Dec. 31, 2021 USD ($) | |
Cash Flow from Financing Activities: | |
Cash at the end of the period | $ 10,617,000 |
Founder Spac [Member] | |
Cash Flow from Operating Activities: | |
Net loss | (915,705) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Income earned on investments in Trust Account | (22,182) |
Changes in operating assets and liabilities | |
Prepaid insurance | (913,017) |
Accrued expenses | (290,616) |
Accrued offering costs | (250,000) |
Net Cash used in Operating Activities | (2,391,520) |
Cash Flow from Investing Activities: | |
Investments held in Trust Account | (320,993,750) |
Net Cash used in Investing Activities | (320,993,750) |
Cash Flow from Financing Activities: | |
Proceeds received from initial public offering, gross | 316,250,000 |
Proceeds from private warrants | 14,204,375 |
Payment of offering costs | (6,307,500) |
Net Cash provided by Financing Activities | 324,146,875 |
Net change in cash | 761,605 |
Cash at the beginning of the period | |
Cash at the end of the period | 761,605 |
Non-Cash Investing and Financing Activities: | |
Offering costs paid by Sponsor | 352,667 |
Deferred underwriting commissions | 11,068,750 |
Offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares | 25,000 |
Offering costs included in accrued offering costs | $ 286,145 |
UNAUDITED CONDENSED BALANCE SHE
UNAUDITED CONDENSED BALANCE SHEET - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash | $ 8,999 | |
Total current assets | $ 118,257,000 | |
Total Assets | 175,641,000 | |
Current Liabilities | ||
Accrued ordinary expenses | 65,538,000 | |
Total current liabilities | 181,630,000 | |
Total Liabilities | 236,945,000 | |
Stockholders’ Deficit | ||
Preferred Stock - $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | ||
Accumulated deficit | ||
Total Stockholders’ Deficit | ||
Total Liabilities, Class A Ordinary Shares subject to Possible Redemption and Stockholders’ Deficit | 175,641,000 | |
Common Class A [Member] | ||
Stockholders’ Deficit | ||
Common Stock, Value | ||
Founder Spac [Member] | ||
Current Assets | ||
Cash | 8,999 | 761,605 |
Prepaid insurance | 511,509 | 511,509 |
Total current assets | 520,508 | 1,273,114 |
Long-term prepaid insurance | 145,753 | 401,507 |
Investment held in Trust Account | 321,264,378 | 321,015,932 |
Total Assets | 321,930,639 | 322,690,553 |
Current Liabilities | ||
Accrued ordinary expenses | 146,508 | 96,000 |
Due to Sponsor | 102,667 | 102,667 |
Total current liabilities | 249,175 | 198,667 |
Deferred underwriting fee payable | 11,068,750 | 11,068,750 |
Total Liabilities | 11,317,925 | 11,267,417 |
Class A common stock; 31,625,000 shares subject to possible redemption at $10.15 per share | 320,993,750 | 320,993,750 |
Stockholders’ Deficit | ||
Preferred Stock - $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | ||
Accumulated deficit | (10,381,827) | (9,571,405) |
Total Stockholders’ Deficit | (10,381,036) | (9,570,614) |
Total Liabilities, Class A Ordinary Shares subject to Possible Redemption and Stockholders’ Deficit | 321,930,639 | 322,690,553 |
Founder Spac [Member] | Common Class A [Member] | ||
Stockholders’ Deficit | ||
Common Stock, Value | ||
Founder Spac [Member] | Common Class B [Member] | ||
Stockholders’ Deficit | ||
Common Stock, Value | $ 791 | $ 791 |
UNAUDITED CONDENSED BALANCE S_2
UNAUDITED CONDENSED BALANCE SHEET (Parenthetical) - $ / shares | Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred Stock, Par Value Per Share | $ 0.0001 | |||
Preferred Stock, Shares Authorized | 10,000,000 | 59,504,853 | 59,504,853 | |
Preferred Stock, Shares issued | 0 | |||
Preferred Stock, Shares Outstanding | 0 | |||
Founder Spac [Member] | ||||
Temporary Equity, Shares Authorized | 31,625,000 | |||
Temporary Equity, Redemption Price Per Share | $ 10.15 | |||
Preferred Stock, Par Value Per Share | $ 0.0001 | $ 0.0001 | ||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | ||
Preferred Stock, Shares issued | 0 | 0 | ||
Preferred Stock, Shares Outstanding | 0 | 0 | ||
Common Class A [Member] | ||||
Ordinary shares, Par Value Per Share | $ 0.0001 | |||
Ordinary shares, Shares Authorized | 690,000,000 | |||
Ordinary shares, Shares, Issued | 49,714,239 | |||
Ordinary shares, Outstanding | 49,714,239 | |||
Common Class A [Member] | Founder Spac [Member] | ||||
Temporary Equity, Shares Authorized | 31,625,000 | 31,625,000 | ||
Temporary Equity, Redemption Price Per Share | $ 10.15 | $ 10.15 | ||
Ordinary shares, Par Value Per Share | $ 0.0001 | $ 0.0001 | ||
Ordinary shares, Shares Authorized | 479,000,000 | 479,000,000 | ||
Ordinary shares, Shares, Issued | 0 | 0 | ||
Ordinary shares, Outstanding | 0 | 0 | ||
Common Class B [Member] | Founder Spac [Member] | ||||
Ordinary shares, Par Value Per Share | $ 0.0001 | $ 0.0001 | ||
Ordinary shares, Shares Authorized | 20,000,000 | 20,000,000 | ||
Ordinary shares, Shares, Issued | 7,906,250 | 7,906,250 | ||
Ordinary shares, Outstanding | 7,906,250 | 7,906,250 |
UNAUDITED CONDENSED STATEMENT O
UNAUDITED CONDENSED STATEMENT OF OPERATIONS - USD ($) | 2 Months Ended | 3 Months Ended | 6 Months Ended | 8 Months Ended |
Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Founder Spac [Member] | ||||
Operating expenses: | ||||
Formation costs and other operating expenses | $ 8,529 | $ 427,311 | $ 1,058,869 | $ 937,887 |
Loss from operations | (8,529) | (427,311) | (1,058,869) | (937,887) |
Other Income: | ||||
Income earned on investments in Trust Account | 187,240 | 248,447 | ||
Net loss | $ (8,529) | $ (240,071) | $ (810,422) | $ (915,705) |
Founder Spac [Member] | Class A Common Stock [Member] | ||||
Other Income: | ||||
Weighted average number of shares outstanding, basic and diluted | 31,625,000 | 31,625,000 | 9,271,586 | |
Basic and diluted net loss per share | $ (0.01) | $ (0.02) | $ 0.02 | |
Founder Spac [Member] | Class B Common Stock [Member] | ||||
Other Income: | ||||
Weighted average number of shares outstanding, basic and diluted | 6,875,000 | 7,906,250 | 7,906,250 | 7,906,250 |
Basic and diluted net loss per share | $ (0.01) | $ (0.02) | $ (0.14) |
UNAUDITED CONDENSED STATEMENT_2
UNAUDITED CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY DEFICIT - Founder Spac [Member] - USD ($) | Class B Ordinary Shares [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Ending balance, value at Jun. 30, 2021 | $ 791 | $ 24,209 | $ (8,529) | $ 16,471 |
Ending balance, shares at Jun. 30, 2021 | 7,906,250 | |||
Ending balance, value at Dec. 31, 2021 | $ 791 | (9,571,405) | (9,570,614) | |
Ending balance, shares at Dec. 31, 2021 | 7,906,250 | |||
Balances at April 26, 2021 (inception) at Apr. 25, 2021 | ||||
Beginning balance, shares at Apr. 25, 2021 | ||||
Issuance of Class B ordinary shares to sponsor | $ 791 | 24,209 | 25,000 | |
Issuance of Class B ordinary shares to sponsor, shares | 7,906,250 | |||
Net loss | (8,529) | (8,529) | ||
Ending balance, value at Jun. 30, 2021 | $ 791 | 24,209 | (8,529) | 16,471 |
Ending balance, shares at Jun. 30, 2021 | 7,906,250 | |||
Balances at April 26, 2021 (inception) at Apr. 25, 2021 | ||||
Beginning balance, shares at Apr. 25, 2021 | ||||
Issuance of Class B ordinary shares to sponsor | 24,209 | 25,000 | ||
Net loss | 915,705 | 915,705 | ||
Ending balance, value at Dec. 31, 2021 | $ 791 | (9,571,405) | (9,570,614) | |
Ending balance, shares at Dec. 31, 2021 | 7,906,250 | |||
Net loss | (570,351) | (570,351) | ||
Ending balance, value at Mar. 31, 2022 | $ 791 | (10,141,756) | (10,140,965) | |
Ending balance, shares at Mar. 31, 2022 | 7,906,250 | |||
Balances at April 26, 2021 (inception) at Dec. 31, 2021 | $ 791 | (9,571,405) | (9,570,614) | |
Beginning balance, shares at Dec. 31, 2021 | 7,906,250 | |||
Ending balance, value at Jun. 30, 2022 | $ 791 | (10,381,827) | (10,381,036) | |
Ending balance, shares at Jun. 30, 2022 | 7,906,250 | |||
Balances at April 26, 2021 (inception) at Dec. 31, 2021 | $ 791 | (9,571,405) | (9,570,614) | |
Beginning balance, shares at Dec. 31, 2021 | 7,906,250 | |||
Balances at April 26, 2021 (inception) at Mar. 31, 2022 | $ 791 | (10,141,756) | (10,140,965) | |
Beginning balance, shares at Mar. 31, 2022 | 7,906,250 | |||
Net loss | (240,071) | (240,071) | ||
Ending balance, value at Jun. 30, 2022 | $ 791 | $ (10,381,827) | $ (10,381,036) | |
Ending balance, shares at Jun. 30, 2022 | 7,906,250 |
UNAUDITED CONDENSED STATEMENT_3
UNAUDITED CONDENSED STATEMENT OF CASH FLOWS - USD ($) | 2 Months Ended | 6 Months Ended | 8 Months Ended | 9 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Changes in operating assets and liabilities | |||||
Accrued expenses | $ 52,450,000 | $ 16,670,000 | |||
Net Cash used in Operating Activities | (112,918,000) | (59,861,000) | |||
Net change in cash | (6,153,000) | 4,596,000 | |||
Cash at the beginning of the period | $ 10,617,000 | 10,617,000 | 6,021,000 | ||
Cash at the end of the period | $ 10,617,000 | 4,464,000 | 10,617,000 | ||
Founder Spac [Member] | |||||
Cash Flow from Operating Activities: | |||||
Net loss | $ (8,529) | (810,422) | |||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Income earned on investments in Trust Account | (248,446) | (22,182) | |||
Changes in operating assets and liabilities | |||||
Prepaid insurance | 255,754 | (913,017) | |||
Accrued expenses | 8,529 | 50,508 | (290,616) | ||
Net Cash used in Operating Activities | (752,606) | (2,391,520) | |||
Net change in cash | (752,606) | 761,605 | |||
Cash at the beginning of the period | 761,605 | $ 761,605 | |||
Cash at the end of the period | 8,999 | 761,605 | $ 761,605 | ||
Non-Cash Investing and financing activities: | |||||
Offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares | 25,000 | ||||
Offering costs included in Due to Sponsor | 246,993 | ||||
Offering costs included in accrued offering costs | $ 45,000 | $ 286,145 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Current Assets: | ||||||
Cash and cash equivalents | $ 4,464 | $ 10,617 | $ 6,021 | |||
Accounts receivable, net | 58,662 | 42,660 | 45,019 | |||
Contract assets | 62,805 | 56,984 | 43,357 | |||
Prepaid expenses | 11,755 | 6,227 | 4,290 | |||
Other current assets | 1,835 | 1,769 | 2,224 | |||
Total current assets | 139,521 | 118,257 | 100,911 | |||
Property and equipment, net | 2,741 | 2,611 | 2,289 | |||
Operating right-of-use assets | 3,119 | 3,920 | 3,884 | |||
Other noncurrent assets | 2,661 | 4,558 | 5,535 | |||
Goodwill | 32,132 | 32,132 | 32,132 | |||
Intangible assets, net | 11,685 | 14,163 | 15,148 | |||
Total Assets | 191,859 | 175,641 | 159,899 | |||
Current Liabilities: | ||||||
Accounts payable | 58,498 | 47,531 | 41,915 | |||
Line of credit | 30,095 | 29,916 | 29,373 | |||
Accrued expenses | 162,428 | 65,538 | 48,990 | |||
Deferred compensation | 1,250 | 8,321 | 1,079 | |||
Contract liabilities | 4,461 | 4,603 | 3,993 | |||
Operating lease liabilities, current | 1,832 | 1,675 | 1,412 | |||
Warrant liabilities | 100 | 1,380 | ||||
Current portion of long-term debt, net of debt issuance costs | 22,666 | 680 | ||||
Total current liabilities | 258,664 | 181,630 | 127,442 | |||
Long-Term Liabilities: | ||||||
Deferred income taxes | 219 | 178 | 1,897 | |||
Operating lease liabilities, noncurrent | 2,340 | 3,770 | 4,555 | |||
Long-term debt, net of debt issuance costs | 69,543 | 51,000 | 47,024 | |||
Other long-term liabilities | 517 | 367 | 167 | |||
Total Long-Term Liabilities | 87,824 | 55,315 | 53,643 | |||
Total Liabilities | 346,488 | 236,945 | 181,085 | |||
Members’ Equity (Deficit) | (154,629) | $ (113,733) | (61,304) | $ (31,041) | $ (15,029) | (21,186) |
Total Liabilities, Class A Ordinary Shares subject to Possible Redemption and Stockholders’ Deficit | $ 191,859 | $ 175,641 | $ 159,899 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue: | ||
Service | $ 500,911 | $ 490,122 |
Recyclable commodity | 82,139 | 49,251 |
Total revenue | 583,050 | 539,373 |
Cost of revenue (exclusive of amortization and depreciation): | ||
Service | 481,642 | 471,039 |
Recyclable commodity | 77,030 | 45,892 |
Total cost of revenue (exclusive of amortization and depreciation) | 558,672 | 516,931 |
Sales and marketing | 14,457 | 14,782 |
Product development | 22,485 | 14,857 |
General and administrative | 52,915 | 37,754 |
Amortization and depreciation | 7,128 | 6,450 |
Total Costs and Expenses | 655,657 | 590,774 |
Loss from operations | (72,607) | (51,401) |
Other Income (Expense): | ||
Interest earned | 2 | 8 |
Gain on forgiveness of debt | 10,900 | |
Loss on change in fair value of warrants | (606) | |
Other expense | (1,055) | (427) |
Interest expense | (11,455) | (8,217) |
Total Other Expense | (2,214) | (8,636) |
Loss Before Income Taxes | (74,821) | (60,037) |
Income Tax Benefit | (1,670) | (1,454) |
Net Loss | $ (73,151) | $ (58,583) |
Net loss per unit, basic and diluted | $ (2.21) | $ (1.81) |
Weighted-average units used in computing net loss per unit, basic and diluted | 33,048,809 | 32,426,264 |
CONSOLIDATED STATEMENT OF MEMBE
CONSOLIDATED STATEMENT OF MEMBERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Common Stock [Member] | Preferred Stock [Member] | Total |
Balances at April 26, 2021 (inception) at Dec. 31, 2019 | $ (116,033) | $ 152,962 | $ 36,929 | |
Compensation costs related to incentive units | 468 | 468 | ||
Net loss | $ (58,583) | (17,388) | (41,195) | (58,583) |
Ending balance, value at Dec. 31, 2020 | (133,421) | 112,235 | (21,186) | |
Compensation costs related to incentive units | 364 | 364 | ||
Net loss | (24,703) | (24,703) | ||
Balances at April 26, 2021 (inception) at Dec. 31, 2020 | (133,421) | 112,235 | (21,186) | |
Compensation costs related to incentive units | 543 | 543 | ||
Net loss | (73,151) | (20,895) | (52,256) | (73,151) |
Warrants exercised | 32,490 | 32,490 | ||
Ending balance, value at Dec. 31, 2021 | (154,316) | 93,012 | (61,304) | |
Ending balance, value at Dec. 31, 2021 | (154,316) | 93,012 | (61,304) | |
Balances at April 26, 2021 (inception) at Dec. 31, 2021 | (154,316) | 93,012 | $ (61,304) | |
Compensation costs related to incentive units | 184 | 184 | ||
Net loss | (52,613) | (52,613) | ||
Compensation costs related to incentive units | 46 | 46 | ||
Net loss | (176,384) | $ (176,384) | ||
Ending balance, value at Sep. 30, 2022 | $ (315,394) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (73,151) | $ (58,583) |
Adjustments to reconcile net loss to net cash flows from operating activities: | ||
Amortization and depreciation | 7,128 | 6,450 |
Amortization of debt issuance costs | 1,563 | 1,319 |
Bad debt reserve | 4,926 | 4,783 |
Loss on change in fair value of warrants | 606 | |
Equity-based compensation | 543 | 468 |
Phantom unit expense | 7,242 | 271 |
Gain on forgiveness of debt | (10,900) | |
Deferred income tax benefit | (1,720) | (1,144) |
Change in operating assets and liabilities (net of effects of acquisitions): | ||
Accounts receivable | (2,567) | (10,235) |
Contract assets | (13,627) | 11,731 |
Other current assets | 117 | (1,557) |
Prepaid expenses | (2,470) | 695 |
Operating lease assets | (36) | 716 |
Accounts payable | 5,616 | 15,099 |
Accrued expenses | 16,670 | (863) |
Other noncurrent assets | (89) | (601) |
Contract liabilities | 610 | 1,114 |
Operating lease liabilities | (522) | (1,176) |
Other liabilities | 200 | 31 |
Net Cash used in Operating Activities | (59,861) | (31,482) |
Cash flows from investing activities: | ||
Property and equipment purchases | (1,971) | (1,288) |
Intangible asset purchases | (2,031) | (218) |
Net Cash used in Investing Activities | (4,002) | (1,506) |
Cash flows from financing activities: | ||
Net borrowings (payments) on line of credit | 543 | (6,578) |
Proceeds from long-term debt | 42,254 | 30,778 |
Repayments of long-term debt | (3,000) | (2,254) |
Financing costs paid | (2,771) | (603) |
Proceeds from warrant exercise | 32,490 | |
Payments of deferred offering costs | (1,057) | |
Net Cash provided by Financing Activities | 68,459 | 21,343 |
Net change in cash | 4,596 | (11,645) |
Cash at the beginning of the period | 6,021 | 17,666 |
Cash at the end of the period | 10,617 | 6,021 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 8,366 | 6,413 |
Fair value of warrants issued as debt discount | $ 773 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash and cash equivalents | $ 4,464 | $ 10,617 |
Accounts receivable, net | 58,662 | 42,660 |
Contract assets | 62,805 | 56,984 |
Prepaid expenses | 11,755 | 6,227 |
Other current assets | 1,835 | 1,769 |
Total current assets | 139,521 | 118,257 |
Property and equipment, net | 2,741 | 2,611 |
Operating right-of-use assets | 3,119 | 3,920 |
Other noncurrent assets | 2,661 | 4,558 |
Goodwill | 32,132 | 32,132 |
Intangible assets, net | 11,685 | 14,163 |
Total Assets | 191,859 | 175,641 |
Current Liabilities: | ||
Accounts payable | 58,498 | 47,531 |
Line of credit | 30,095 | 29,916 |
Accrued expenses | 162,428 | 65,538 |
Deferred compensation expense | 1,250 | 8,321 |
Contract liabilities | 4,461 | 4,603 |
Operating lease liabilities, current | 1,832 | 1,675 |
Warrant liabilities | 100 | 1,380 |
Current portion of long-term debt, net of debt issuance costs | 22,666 | |
Total current liabilities | 258,664 | 181,630 |
Long-Term Liabilities: | ||
Deferred income taxes | 219 | 178 |
Operating lease liabilities, noncurrent | 2,340 | 3,770 |
Long-term debt, net of debt issuance costs | 69,543 | 51,000 |
Forward purchase option derivative | 8,205 | |
Earn-out liabilities | 7,000 | |
Other long-term liabilities | 517 | 367 |
Total Long-Term Liabilities | 87,824 | 55,315 |
Total Liabilities | 346,488 | 236,945 |
Stockholders’ (Deficit) Equity/Members’ (Deficit) Equity: | ||
Preferred stock – par value of $0.0001 per share, 10,000,000 shares authorized, 0 issued and outstanding as of September 30, 2022 | ||
Additional paid-in capital | 11,805 | |
Members’ deficit | (61,304) | |
Accumulated deficit | (327,216) | |
Total Stockholders’ Deficit | (315,394) | |
Noncontrolling interests | 160,765 | |
Members’ Equity (Deficit) | (154,629) | (61,304) |
Total Liabilities, Class A Ordinary Shares subject to Possible Redemption and Stockholders’ Deficit | 191,859 | 175,641 |
Common Class A [Member] | ||
Stockholders’ (Deficit) Equity/Members’ (Deficit) Equity: | ||
Common stock value | 5 | |
Common Class V [Member] | ||
Stockholders’ (Deficit) Equity/Members’ (Deficit) Equity: | ||
Common stock value | $ 12 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred stock, par value | $ 0.0001 | ||
Preferred stock, shares authorized | 10,000,000 | 59,504,853 | 59,504,853 |
Preferred stock, shares issued | 0 | ||
Preferred stock, shares outstanding | 0 | ||
Common Class A [Member] | |||
Common stock, par value | $ 0.0001 | ||
Common stock, authorized shares | 690,000,000 | ||
Common stock, shares issued | 49,714,239 | ||
Common stock, shares outstanding | 49,714,239 | ||
Common Class V [Member] | |||
Common stock, par value | $ 0.0001 | ||
Common stock, authorized shares | 275,000,000 | ||
Common stock, shares issued | 115,463,646 | ||
Common stock, shares outstanding | 115,463,646 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) $ in Thousands | 2 Months Ended | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenue: | |||||
Service | $ 162,789 | $ 127,256 | $ 437,755 | $ 365,511 | |
Recyclable commodity | 22,194 | 21,952 | 71,640 | 54,251 | |
Total revenue | 184,983 | 149,208 | 509,395 | 419,762 | |
Cost of revenue (exclusive of amortization and depreciation): | |||||
Service | 157,504 | 122,771 | 423,382 | 351,287 | |
Recyclable commodity | 20,234 | 20,340 | 65,856 | 51,098 | |
Total cost of revenue (exclusive of amortization and depreciation) | 177,738 | 143,111 | 489,238 | 402,385 | |
Sales and marketing | 4,840 | 3,808 | 13,336 | 10,604 | |
Product development | 9,803 | 4,827 | 28,336 | 13,350 | |
General and administrative | 186,640 | 11,561 | 212,520 | 34,968 | |
Amortization and depreciation | 1,439 | 1,344 | 4,331 | 4,958 | |
Total Costs and Expenses | 380,460 | 164,651 | 747,761 | 466,265 | |
Loss from operations | (195,477) | (15,443) | (238,366) | (46,503) | |
Other Income (Expense): | |||||
Interest earned | 1 | 1 | 2 | ||
Gain on forgiveness of debt | 10,900 | ||||
Gain (loss) on change in fair value of warrant liabilities | 74 | (436) | |||
Gain on change in fair value of earn-out liabilities | 67,100 | 67,100 | |||
Loss on change in fair value of forward purchase option derivative | (76,919) | (76,919) | |||
Excess fair value over the consideration received for SAFE | (800) | ||||
Other income (expense) | 1,307 | 326 | 1,994 | 730 | |
Interest expense | (4,578) | (2,611) | (12,264) | (7,461) | |
Total Other Expense | (15,629) | (2,937) | (25,312) | 2,711 | |
Loss Before Income Taxes | (211,106) | (18,380) | (263,678) | (43,792) | |
Income tax expense (benefit) | (19) | 252 | (60) | 961 | |
Net loss | $ (34,741) | (211,125) | (18,128) | (263,738) | (42,831) |
Net loss attributable to Holdings LLC unitholders prior to the Mergers | (176,384) | (18,128) | (228,997) | (42,831) | |
Net loss attributable to noncontrolling interests | $ 16,933 | (16,933) | (16,933) | ||
Net Loss Attributable to Class A Common Stockholders | $ (17,808) | $ (17,808) | |||
Net loss per Class A Common share basic and diluted | $ (0.37) | ||||
Weighted average shares outstanding, basic and diluted | 48,670,776 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' (DEFICIT) EQUITY (UNAUDITED) - USD ($) $ in Thousands | Common Stock [Member] | Common Stock Class A [Member] | Common Stock Class V [Member] | Preferred Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ (21,186) | $ (21,186) | ||||||
Beginning balance, shares at Dec. 31, 2020 | 32,426,264 | |||||||
Activities prior to the Mergers: | ||||||||
Compensation costs related to incentive units | $ 364 | 364 | ||||||
Warrants exercised | $ 30,496 | 30,496 | ||||||
Warrants exercised, shares | 1,016,540 | |||||||
Net loss | $ (24,703) | (24,703) | ||||||
Ending balance, value at Jun. 30, 2021 | $ (15,029) | (15,029) | ||||||
Ending balance, shares at Jun. 30, 2021 | 33,442,804 | |||||||
Beginning balance, value at Dec. 31, 2020 | $ (21,186) | (21,186) | ||||||
Beginning balance, shares at Dec. 31, 2020 | 32,426,264 | |||||||
Activities prior to the Mergers: | ||||||||
Compensation costs related to incentive units | 543 | |||||||
Net loss | (20,895) | (52,256) | (73,151) | |||||
Ending balance, value at Dec. 31, 2021 | $ (61,304) | (61,304) | ||||||
Ending balance, shares at Dec. 31, 2021 | 33,509,272 | |||||||
Beginning balance, value at Jun. 30, 2021 | $ (15,029) | (15,029) | ||||||
Beginning balance, shares at Jun. 30, 2021 | 33,442,804 | |||||||
Activities prior to the Mergers: | ||||||||
Compensation costs related to incentive units | $ 122 | 122 | ||||||
Warrants exercised | $ 1,994 | 1,994 | ||||||
Warrants exercised, shares | 66,468 | |||||||
Net loss | $ (18,128) | (18,128) | ||||||
Ending balance, value at Sep. 30, 2021 | $ (31,041) | (31,041) | ||||||
Ending balance, shares at Sep. 30, 2021 | 33,509,272 | |||||||
Beginning balance, value at Dec. 31, 2021 | $ (61,304) | (61,304) | ||||||
Beginning balance, shares at Dec. 31, 2021 | 33,509,272 | |||||||
Activities prior to the Mergers: | ||||||||
Compensation costs related to incentive units | $ 184 | 184 | ||||||
Net loss | (52,613) | (52,613) | ||||||
Ending balance, value at Jun. 30, 2022 | $ (113,733) | (113,733) | ||||||
Ending balance, shares at Jun. 30, 2022 | 33,509,272 | |||||||
Activities prior to the Mergers: | ||||||||
Compensation costs related to incentive units | $ 46 | 46 | ||||||
Net loss | (176,384) | (176,384) | ||||||
Effects of the Mergers: | ||||||||
Proceeds, net of redemptions | 196,775 | 196,775 | ||||||
Transaction costs related to the Mergers | (36,075) | (31,249) | (67,324) | |||||
Accelerated vesting and conversion of incentive units | $ 77,403 | 77,403 | ||||||
Accelerated vesting and conversion of incentive units, shares | 3,070,151 | |||||||
Exchange of liability classified warrants | $ 1,717 | 1,717 | ||||||
Exchange of liability classified warrants, shares | 62,003 | |||||||
Reclassification of SAFE | 8,800 | 8,800 | ||||||
Phantom units rollover | 15,104 | 15,104 | ||||||
Reverse recapitalization | $ 247,026 | (189,430) | (57,596) | |||||
Reverse recapitalization, shares | (36,641,426) | |||||||
Issuance of common stock upon the Mergers - Class A and Class V | $ 5 | $ 12 | (14) | 3 | ||||
Issuance of common stock upon the Mergers - Class A and Class V, shares | 46,300,005 | 118,677,880 | ||||||
Establishment of earn-out liabilities | (74,100) | (74,100) | ||||||
Establishment of noncontrolling liability | (177,698) | 177,698 | ||||||
Activities subsequent to the Mergers | ||||||||
Equity-based compensation | 10,913 | 10,913 | ||||||
Issuance of common stock in connection with SEPA – Class A | $ 0 | 892 | 892 | |||||
Issuance of common stock in connection with SEPA - Class A, shares | 200,000 | |||||||
Exchange of Class V Common Stock to Class A Common Stock | $ 0 | $ 0 | ||||||
Exchange of Class V Common Stock to Class A Common Stock, shares | 3,214,234 | (3,214,234) | ||||||
Net loss | (17,808) | (16,933) | (34,741) | |||||
Ending balance, value at Sep. 30, 2022 | $ 5 | $ 12 | $ 11,805 | $ (327,216) | $ 160,765 | $ (154,629) | ||
Ending balance, shares at Sep. 30, 2022 | 49,714,239 | 115,463,646 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (263,738) | $ (42,831) |
Adjustments to reconcile net loss to net cash flows from operating activities: | ||
Loss (Gain) on disposal of property and equipment | 23 | (30) |
Amortization and depreciation | 4,026 | 4,958 |
Amortization of debt issuance costs | 2,378 | 1,018 |
Bad debt reserve | (2,366) | 3,143 |
Loss on change in fair value of warrant liabilities | 436 | |
Loss on change in fair value of forward purchase option derivative | 76,919 | |
Gain on change in fair value of earn-out liabilities | (67,100) | |
Excess fair value over the consideration received for SAFE | 800 | |
SEPA commitment fee settled in Class A Common Stock | 892 | |
Equity-based compensation | 88,546 | 486 |
Phantom unit expense | 6,783 | 2,907 |
Deferred compensation expense | 1,250 | |
Gain on forgiveness of debt | (10,900) | |
Deferred income taxes | 41 | (1,006) |
Change in operating assets and liabilities: | ||
Accounts receivable | 13,636 | 5,774 |
Contract assets | 5,821 | 11,819 |
Prepaid expenses | 5,528 | 1,842 |
Other current assets | (131) | (328) |
Operating right-of-use assets | 801 | 633 |
Other noncurrent assets | (355) | 67 |
Accounts payable | 10,967 | 11,773 |
Accrued expenses | 52,450 | 5,816 |
Contract liabilities | (142) | (399) |
Operating lease liabilities | (1,273) | (996) |
Other liabilities | 150 | 148 |
Net Cash used in Operating Activities | (112,918) | (45,110) |
Cash flows from investing activities: | ||
Property and equipment purchases | (1,150) | (1,294) |
Forward purchase option derivative purchase | (68,715) | |
Intangible asset purchases | (50) | |
Net Cash used in Investing Activities | (69,865) | (1,344) |
Cash flows from financing activities: | ||
Net borrowings(payments) on line of credit | 179 | (4,373) |
Proceeds from long-term debt | 22,254 | |
Repayments of long-term debt | (4,500) | (1,500) |
Financing costs paid | (2,000) | (800) |
Warrants exercised | (32,490) | |
Proceeds from SAFE | 8,000 | |
Proceeds from the Mergers | 196,778 | |
Equity issuance costs | (21,827) | |
Net Cash provided by Financing Activities | 176,630 | 48,071 |
Net change in cash | (6,153) | 1,617 |
Cash at the beginning of the period | 10,617 | 6,021 |
Cash at the end of the period | 4,464 | 7,638 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 9,023 | 6,119 |
Supplemental disclosures of non-cash investing and financing activities: | ||
Exchange of warrant liability for Class A and Class V Common Stock | 1,716 | |
Conversion of SAFE for Class V Common Stock | 8,000 | |
Establishment of earn-out liabilities | 74,100 | |
Equity issuance costs accrued but not paid | $ 44,235 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 6 Months Ended | 8 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Founder Spac [Member] | ||
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, 2022, the Company had not yet commenced any operations. All activity for the period April 26, 2021 (inception) through June 30, 2022, 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”) and Jefferies LLC simultaneously with the closing of the Initial Public Offering. 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 Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 14,204,375 1.00 14,204,375 Transaction costs amounted to $ 18,158,033 6,325,000 11,068,750 764,283 2,603,980 Following 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 $10.15 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 5) 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. Liquidity and Management’s Plan As of June 30, 2022, the Company had $ 8,999 271,333 The Company’s liquidity needs up to June 30, 2022 had been satisfied through a payment from the Sponsor of $ 25,000 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 competed 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 totaling $ 2,603,980 8,999 Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. Risks and Uncertainties Management continues to evaluate 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 the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. As of June 30, 2022, the Company has sufficient cash in hand and the ability to obtain a working capital loan, to meet its obligations as they become due within one year after the date that the financial statement is issued. | 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 December 31, 2021, the Company had not yet commenced any operations. All activity for the period April 26, 2021 (inception) through December 31, 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”) and Jefferies LLC simultaneously with the closing of the Initial Public Offering. 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 units (the “Units” and, with respect to the shares of Class A ordinary shares included in the Units sold, the “Public Shares”), at $ 10.00 per Unit, generating gross proceeds of $ 316,250,000 . The total Units offered on IPO date consisted of 27,500,000 Class A shares and exercise of over-allotment option by the underwriters of 4,125,000 additional Class A ordinary shares (Note 3). Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 14,204,375 units (the “Private Placement Units”) at a price of $ 1.00 per Private Placement Unit in a private placement to Sponsor and the underwriters of the Initial Public Offering, generating gross proceeds of $ 14,204,375 , which is described in Note 4. Transaction costs amounted to $ 18,158,033 , consisting of $ 6,325,000 of underwriting fees, $ 11,068,750 of deferred underwriting fees and $ 764,283 of other offering costs. In addition, at October 19, 2021, cash of $ 2,603,980 was held outside of the Trust Account (as defined below) and is available for working capital purposes. Following the closing of the Initial Public Offering on October 19, 2021, an amount of $ 320,993,750 ($ 10.15 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Units was placed in a trust account (the “Trust Account”) located in the United States and will be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (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 selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as described below. 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 either immediately prior to or upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. 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 $10.15 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 5) 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 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholder’s rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations under Delaware law to provide for claims of creditors and the requirements of applicable law. The underwriter has agreed to waive its rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit $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 Liquidity and Management’s Plan As of December 31, 2021, the Company had $ 761,605 in its operating bank account, and working capital of $ 1,074,447 . The Company’s liquidity needs up to December 31, 2021 had been satisfied through a payment from the Sponsor of $ 25,000 (Note 5) for the Founder Shares to cover certain offering costs. In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans, as defined below (Note 5). As of December 31, 2021, there were no amounts outstanding under any Working Capital Loans. 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 competed 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 totaling $ 2,603,980 . As of December 31, 2021, approximately $ 761,605 remains available to use for general working capital purposes. Management has since reevaluated the Company’s liquidity and financial condition and determined that it may not be sufficient to meet the Company’s obligation over the period of twelve months from the issuance date of the financial statements. The Company’s sponsor has agreed to provide support to enable the Company to continue its operations and meet its potential obligations over a period of one year from the issuance date of these financial statements. Management believes current working capital, and the support from its Sponsor, provides sufficient capital to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements and therefore substantial doubt has been alleviated. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. Risks and Uncertainties Management continues to evaluate 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 the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. As of December 31, 2021, the Company has sufficient cash to meet its obligations as they become due within one year after the date that the financial statement is issued. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended | 8 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Founder Spac [Member] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying 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. 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 had $ 8,999 761,605 no Cash Held in Trust Account On June 30, 2022, and December 31, 2021, the Company has $ 321,264,378 321,015,932 Net (Loss)/income Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net (loss)/income per ordinary share is calculated by dividing the net (loss)/income by the weighted average of ordinary shares outstanding for the respective period. The Company did not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement in the calculation of diluted (loss)/income per share because their exercise is contingent upon future events and since their inclusion would be antidilutive under the treasury stock method. The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net (loss)/income per share for each class of ordinary shares: Schedule of Earnings Per Share For the For the For the Class B shares outstanding 7,906,250 7,906,250 7,906,250 Class A shares Issued upon IPO 31,625,000 31,625,000 - Net loss available to shareholders $ 240,071 $ 810,422 $ 8,529 Two Class Method For the For the For the Class A Class B Class A Class B Class B Basic and Diluted net loss per share of common stock: Numerator: Allocation of Net loss $ 192,057 $ 48,014 $ 648,338 $ 162,084 $ 8,529 Denominator: Weighted Average Shares outstanding 31,625,000 7,906,250 31,625,000 7,906,250 7,906,250 Basic and diluted net loss per common stock $ (0.01 ) $ (0.01 ) $ (0.02 ) $ (0.02 ) $ (0.00 ) 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. Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The equity-linked warrants, both Public and Private warrants, and rights are considered freestanding and outside the scope of ASC 480 as they are not mandatorily redeemable, are exchanged on a fixed 1:1 ratio and do not obligate the Company to repurchase equity shares. The Company concluded that the warrants are equity classified under ASC 815 as the warrants and rights are indexed in the Company’s Class A common stock. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, Derivatives and Hedging. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. 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 Class A Ordinary Shares Subject to Possible Redemption All of the 31,625,000 The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit. 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, (“ASC 820”) 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. The investment in Trust account is measured at Level 1 because the amount is invested in US Treasury securities. Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the Accounting Standards Codification (“ASC”) 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO and were charged to shareholders’ equity upon the completion of the IPO. Offering costs that were charged to stockholders’ equity upon the completion of the IPO amounted to $ 18,158,033 17,393,750 764,283 | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying 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. 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 had $ 761,605 of cash and 0 cash equivalents as of December 31, 2021. Cash Held in Trust Account At December 31, 2021, the Company has $ 321,015,932 in cash held in the trust account. Net (Loss)/income Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net (loss)/income per ordinary share is calculated by dividing the net (loss)/income by the weighted average of ordinary shares outstanding for the respective period. The Company did not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement in the calculation of diluted (loss)/income per share because their exercise is contingent upon future events and since their inclusion would be antidilutive under the treasury stock method. The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net (loss)/income per share for each class of ordinary shares: For the Class B shares outstanding 7,906,250 Class A shares Issued upon IPO 31,625,000 Proceeds allocated to Class A $ 316,250,000 Class A redemption amount $ 320,993,750 EPS Net (loss)/income $ (915,705 ) Class A accretion to redemption amount $ (4,743,750 ) Net (loss)/ income available to shareholders $ (5,659,455 ) Two Class Method Class A Class B Allocation of Net (loss)/income available to shareholders $ (4,527,564 ) $ (1,131,891 ) Accretion of Class A to redemption value $ 4,743,750 Net (loss)/income $ 216,186 $ (1,131,891 ) Weighted Average Shares outstanding 9,271,586 7,906,250 EPS $ 0.02 $ (0.14 ) 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 0 amounts accrued for interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. 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. Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, Derivatives and Hedging. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. 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 . The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Class A Ordinary Shares Subject to Possible Redemption All of the 31,625,000 shares of Class A ordinary shares sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such shares of Class A ordinary shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with our business combination and in connection with certain amendments to the Company’s second amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. Therefore, all Class A ordinary shares have been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit. 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, (“ASC 820”) 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. The investment in Trust account is measured at Level 1 because the amount is invested in US Treasury securities. Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the Accounting Standards Codification (“ASC”) 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO and were charged to shareholders’ equity upon the completion of the IPO. Offering costs that were charged to stockholders’ equity upon the completion of the IPO amounted to $ 18,158,033 , of which $ 17,393,750 related to underwriting costs and $ 764,283 of other offering costs. 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. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 6 Months Ended | 8 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Founder Spac [Member] | ||
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING On August 17, 2021, the Company sold 31,625,000 10.00 316,250,000 0.0001 11.50 | NOTE 3. INITIAL PUBLIC OFFERING On August 17, 2021, the Company sold 31,625,000 Units at $ 10.00 per Unit, generating gross proceeds of $ 316,250,000 . Each Unit consists of one of the Company’s Class A ordinary shares, par value $ 0.0001 per share, and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary shares at an exercise price of $ 11.50 per whole share (see Note 7). |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 6 Months Ended | 8 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Founder Spac [Member] | ||
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 14,204,375 Each Private Placement Warrant is identical to the warrants offered in the Initial Public Offering, except there will be no redemption rights or liquidating distributions from the trust account with respect to Private Placement Warrants, which will expire worthless if the Company does not consummate a Business Combination within the Combination Period. | 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 Private Placement Warrants at a price of $ 1.00 per warrant, generating total proceeds of $ 14,204,375 to the Company. Each Private Placement Warrant is identical to the warrants offered in the Initial Public Offering, except there will be no redemption rights or liquidating distributions from the trust account with respect to Private Placement Warrants, which will expire worthless if the Company does not consummate a Business Combination within the Combination Period. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended | 8 Months Ended | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
RELATED PARTY TRANSACTIONS | Note 17— Related party transactions The Company entered into a certain software subscription agreement with Palantir Technologies, Inc., including related support and update services on September 22, 2021. The Company subsequently amended the agreement on December 15, 2021. The term of the agreement is through December 31, 2024. Pursuant to the agreement, as of September 30, 2022, the Company is committed to pay $ 15.5 | Note 15 Related party transactio Sales to related party investors in the amount of $ 1.6 1.9 0.3 0.2 | ||
RELATED PARTY TRANSACTIONS | Note 17— Related party transactions The Company entered into a certain software subscription agreement with Palantir Technologies, Inc., including related support and update services on September 22, 2021. The Company subsequently amended the agreement on December 15, 2021. The term of the agreement is through December 31, 2024. Pursuant to the agreement, as of September 30, 2022, the Company is committed to pay $ 15.5 | Note 15 Related party transactio Sales to related party investors in the amount of $ 1.6 1.9 0.3 0.2 | ||
Founder Spac [Member] | ||||
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTION 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 have agreed 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 June 30, 2022, and December 31, 2021, the Sponsor spent $ 102,667 | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On April 27, 2021, the Sponsor made a capital contribution of $ 25,000 , or approximately $ 0.003 per share, to cover certain of the Company’s expenses, for which the Company issued founder shares to the Sponsor such that they currently hold an aggregate of 7,906,250 founder shares. 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 to cover expenses related to the Initial Public 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 Initial Public Offering. As of December 31, 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 have agreed 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. The warrants will be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of December 31, 2021, the Company had no such related party loans outstanding. There are expenses that are paid by the Sponsor on behalf of the Company. As of December 31, 2021, the Sponsor spent $ 102,667 , which are presented on the balance sheet as a Due to Sponsor. | ||
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTION 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 have agreed 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 June 30, 2022, and December 31, 2021, the Sponsor spent $ 102,667 | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On April 27, 2021, the Sponsor made a capital contribution of $ 25,000 , or approximately $ 0.003 per share, to cover certain of the Company’s expenses, for which the Company issued founder shares to the Sponsor such that they currently hold an aggregate of 7,906,250 founder shares. 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 to cover expenses related to the Initial Public 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 Initial Public Offering. As of December 31, 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 have agreed 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. The warrants will be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of December 31, 2021, the Company had no such related party loans outstanding. There are expenses that are paid by the Sponsor on behalf of the Company. As of December 31, 2021, the Sponsor spent $ 102,667 , which are presented on the balance sheet as a Due to Sponsor. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended | 8 Months Ended | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
COMMITMENTS AND CONTINGENCIES | Note 16— 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 leases its office facilities under operating lease agreements expiring through 2031. 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. 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 on the September 30, 2022 condensed consolidated balance sheet (in thousands). Schedule of operating lease payments Years Ending December 31, 2022 $ 563 2023 2,276 2024 1,228 2025 151 2026 152 Thereafter 732 Total minimum lease payments $ 5,102 Less: Imputed interest (930 ) Total operating lease liabilities $ 4,172 | Note 14— Commitments and contingencie 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. Software subscription The Company entered into a certain software subscription agreement with Palantir Technologies, Inc., including related support and update services on September 22, 2021. The Company subsequently amended the agreement on December 15, 2021. The term of the amended agreement is through December 31, 2024. Pursuant to the agreement, as of December 31, 2021, $17.0 million will become due in the next 12 months and $30.0 million thereafter through October 2024, unless the Company exercises its right to terminate the agreement prior to the closing of the Mergers (as defined in Note 17). | ||
Commitments and contingencies | Note 16— 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 leases its office facilities under operating lease agreements expiring through 2031. 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. 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 on the September 30, 2022 condensed consolidated balance sheet (in thousands). Schedule of operating lease payments Years Ending December 31, 2022 $ 563 2023 2,276 2024 1,228 2025 151 2026 152 Thereafter 732 Total minimum lease payments $ 5,102 Less: Imputed interest (930 ) Total operating lease liabilities $ 4,172 | Note 14— Commitments and contingencie 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. Software subscription The Company entered into a certain software subscription agreement with Palantir Technologies, Inc., including related support and update services on September 22, 2021. The Company subsequently amended the agreement on December 15, 2021. The term of the amended agreement is through December 31, 2024. Pursuant to the agreement, as of December 31, 2021, $17.0 million will become due in the next 12 months and $30.0 million thereafter through October 2024, unless the Company exercises its right to terminate the agreement prior to the closing of the Mergers (as defined in Note 17). | ||
Founder Spac [Member] | ||||
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration 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 granted the underwriter a 45-day option to purchase up to 4,125,000 4,125,000 The underwriter was paid a cash underwriting discount of 2.00% 6,325,000 3.50% 11,068,750 Agreement and Plan of Merger On December 15, 2021, Founder SPAC, a Cayman Islands exempted company (together with its successors, the “Acquiror”), Ravenclaw Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of the Acquiror (“Merger Sub”), Ravenclaw Merger Sub Corporation 1, a Delaware corporation and wholly owned subsidiary of the Acquiror (“Merger Sub Inc. 1”), Ravenclaw Merger Sub Corporation 2, a Delaware corporation and wholly owned subsidiary of the Acquiror (“Merger Sub Inc. 2”), Ravenclaw Merger Sub Corporation 3, a Delaware corporation and wholly owned subsidiary of the Acquiror (“Merger Sub Inc. 3” and, together with Merger Sub Inc. 1 and Merger Sub Inc. 2, each a “Blocker Merger Sub”), Boom Clover Business Limited, a British Virgin Islands corporation (“Blocker Company 1”), NZSF Frontier Investments Inc., a Delaware corporation (“Blocker Company 2”), PLC Blocker A LLC, a Delaware limited liability company (“Blocker Company 3” and, together with Blocker Company 1 and Blocker Company 2, each a “Blocker Company” and collectively, the “Blocker Companies”), entered into an agreement and plan of merger (“Merger Agreement”) with Rubicon Technologies, LLC, a Delaware limited liability company. The Merger agreement contains customary representations, warranties, and covenants by the parties thereto and is subject to certain conditions as further described in the Merger Agreement. In connection with the foregoing and concurrently with the execution of the Business Combination Agreement, Rubicon Technologies and Founder SPAC entered into subscription agreements (the “Subscription Agreements”) with certain investors (the “PIPE Investors”) pursuant to which the PIPE Investors agreed to subscribe for and purchase, and Founder SPAC agreed to issue and sell to such PIPE Investors. As of the date of this subscription agreement, the authorized share capital of the Company consists of (i) 479,000,000 0.0001 20,000,000 0.0001 1,000,000 0.0001 31,625,000 7,906,250 15,812,500 14,204,375 | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration 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 granted the underwriter a 45-day option to purchase up to 4,125,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. Concurrently with the consummation of the IPO, the underwriters exercised the over-allotment option to purchase an additional 4,125,000 units. The underwriter was paid a cash underwriting discount of 2.00 % of the gross proceeds of the Initial Public Offering, or $ 6,325,000 , in connection with the Initial Public Offering. In addition, the underwriter is entitled to a deferred fee of three and half percent ( 3.50 %) of the gross proceeds of the Initial Public Offering, or $ 11,068,750 . The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Agreement and Plan of Merger On December 15, 2021, Founder SPAC, a Cayman Islands exempted company (together with its successors, the “Acquiror”), Ravenclaw Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of the Acquiror (“Merger Sub”), Ravenclaw Merger Sub Corporation 1, a Delaware corporation and wholly owned subsidiary of the Acquiror (“Merger Sub Inc. 1”), Ravenclaw Merger Sub Corporation 2, a Delaware corporation and wholly owned subsidiary of the Acquiror (“Merger Sub Inc. 2”), Ravenclaw Merger Sub Corporation 3, a Delaware corporation and wholly owned subsidiary of the Acquiror (“Merger Sub Inc. 3” and, together with Merger Sub Inc. 1 and Merger Sub Inc. 2, each a “Blocker Merger Sub”), Boom Clover Business Limited, a British Virgin Islands corporation (“Blocker Company 1”), NZSF Frontier Investments Inc., a Delaware corporation (“Blocker Company 2”), PLC Blocker A LLC, a Delaware limited liability company (“Blocker Company 3” and, together with Blocker Company 1 and Blocker Company 2, each a “Blocker Company” and collectively, the “Blocker Companies”), entered into an agreement and plan of merger (“Merger Agreement”) with Rubicon Technologies, LLC, a Delaware limited liability company. The Merger agreement contains customary representations, warranties, and covenants by the parties thereto and is subject to certain conditions as further described in the Merger Agreement. | ||
Commitments and contingencies | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration 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 granted the underwriter a 45-day option to purchase up to 4,125,000 4,125,000 The underwriter was paid a cash underwriting discount of 2.00% 6,325,000 3.50% 11,068,750 Agreement and Plan of Merger On December 15, 2021, Founder SPAC, a Cayman Islands exempted company (together with its successors, the “Acquiror”), Ravenclaw Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of the Acquiror (“Merger Sub”), Ravenclaw Merger Sub Corporation 1, a Delaware corporation and wholly owned subsidiary of the Acquiror (“Merger Sub Inc. 1”), Ravenclaw Merger Sub Corporation 2, a Delaware corporation and wholly owned subsidiary of the Acquiror (“Merger Sub Inc. 2”), Ravenclaw Merger Sub Corporation 3, a Delaware corporation and wholly owned subsidiary of the Acquiror (“Merger Sub Inc. 3” and, together with Merger Sub Inc. 1 and Merger Sub Inc. 2, each a “Blocker Merger Sub”), Boom Clover Business Limited, a British Virgin Islands corporation (“Blocker Company 1”), NZSF Frontier Investments Inc., a Delaware corporation (“Blocker Company 2”), PLC Blocker A LLC, a Delaware limited liability company (“Blocker Company 3” and, together with Blocker Company 1 and Blocker Company 2, each a “Blocker Company” and collectively, the “Blocker Companies”), entered into an agreement and plan of merger (“Merger Agreement”) with Rubicon Technologies, LLC, a Delaware limited liability company. The Merger agreement contains customary representations, warranties, and covenants by the parties thereto and is subject to certain conditions as further described in the Merger Agreement. In connection with the foregoing and concurrently with the execution of the Business Combination Agreement, Rubicon Technologies and Founder SPAC entered into subscription agreements (the “Subscription Agreements”) with certain investors (the “PIPE Investors”) pursuant to which the PIPE Investors agreed to subscribe for and purchase, and Founder SPAC agreed to issue and sell to such PIPE Investors. As of the date of this subscription agreement, the authorized share capital of the Company consists of (i) 479,000,000 0.0001 20,000,000 0.0001 1,000,000 0.0001 31,625,000 7,906,250 15,812,500 14,204,375 | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration 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 granted the underwriter a 45-day option to purchase up to 4,125,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. Concurrently with the consummation of the IPO, the underwriters exercised the over-allotment option to purchase an additional 4,125,000 units. The underwriter was paid a cash underwriting discount of 2.00 % of the gross proceeds of the Initial Public Offering, or $ 6,325,000 , in connection with the Initial Public Offering. In addition, the underwriter is entitled to a deferred fee of three and half percent ( 3.50 %) of the gross proceeds of the Initial Public Offering, or $ 11,068,750 . The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Agreement and Plan of Merger On December 15, 2021, Founder SPAC, a Cayman Islands exempted company (together with its successors, the “Acquiror”), Ravenclaw Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of the Acquiror (“Merger Sub”), Ravenclaw Merger Sub Corporation 1, a Delaware corporation and wholly owned subsidiary of the Acquiror (“Merger Sub Inc. 1”), Ravenclaw Merger Sub Corporation 2, a Delaware corporation and wholly owned subsidiary of the Acquiror (“Merger Sub Inc. 2”), Ravenclaw Merger Sub Corporation 3, a Delaware corporation and wholly owned subsidiary of the Acquiror (“Merger Sub Inc. 3” and, together with Merger Sub Inc. 1 and Merger Sub Inc. 2, each a “Blocker Merger Sub”), Boom Clover Business Limited, a British Virgin Islands corporation (“Blocker Company 1”), NZSF Frontier Investments Inc., a Delaware corporation (“Blocker Company 2”), PLC Blocker A LLC, a Delaware limited liability company (“Blocker Company 3” and, together with Blocker Company 1 and Blocker Company 2, each a “Blocker Company” and collectively, the “Blocker Companies”), entered into an agreement and plan of merger (“Merger Agreement”) with Rubicon Technologies, LLC, a Delaware limited liability company. The Merger agreement contains customary representations, warranties, and covenants by the parties thereto and is subject to certain conditions as further described in the Merger Agreement. |
WARRANTS
WARRANTS | 6 Months Ended | 8 Months Ended | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
WARRANTS | Note 9— Warrants Public Warrants and Private Warrants Company assumed a total of 30,016,875 11.50 15,812,500 14,204,375 In accordance with the guidance contained in ASC 815-40, Derivatives and Hedging – Contracts in an Entity’s Own Equity The Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Warrants. The Warrants became exercisable on September 14, 2022, 30 days after the Closing and no Warrant has been exercised through September 30, 2022. The Warrants will expire five years from the Closing or earlier upon redemption. The Company may redeem the Public Warrants and any Private Warrants no longer held by the initial purchaser thereof or its permitted transferee: - in whole and not in part; - at a price of $ 0.01 - upon not less than 30 days’ prior written notice to each Warrant holder and - if and only if, the last reported price of the Class A Common Stock equals or exceeds $18.00 per share for any 20 trading days within a 30 trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the Warrant holders. The Company determined the initial fair value of its Public Warrants based on the publicly listed trading price as of the valuation date. Accordingly, the Public Warrants are classified as Level 1 financial instruments. As the terms of the Private Warrants are identical to those of the Public Warrants except as otherwise stated above, the Company determined the initial fair value of its Private Warrants based on the publicly listed trading price of the Public Warrants as of the valuation date and have classified the Private Warrants as Level 2 financial instruments. Warrant Liabilities 62,003 0.01 Distinguishing Liabilities from Equity 1.8 1.3 0.5 Pursuant to the Subordinated Term Loan agreement entered on December 22, 2021 (see Note 5), the Company concurrently entered into warrant agreements and issued the Subordinated Term Loan Warrants under the condition that if the Company does not repay the Subordinated Term Loan on or prior to the maturity date, the lender receives right to purchase up to the number of Class A Common Stock worth $2.0 million, 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 Subordinated Term Loan agreement are repaid or the tenth anniversary of the issuance date. Additionally, if the Company does not repay the Subordinated Term Loan on or prior to the maturity date, the Subordinated Term Loan Warrants will be exercisable for additional $0.2 million of Class A Common Stock each additional full calendar month after the maturity date until the Company fully repays the principal and interest in cash. If the Company repays the Subordinated Term Loan on or prior to the maturity date, the Subordinated Term Loan Warrants will automatically terminate and be voided and no Subordinated Term Loan Warrant will be exercisable. Distinguishing Liabilities from Equity 0.1 0.1 See Note 20 regarding the amendment to Subordinated Term Loan Warrants agreements the Company entered into on November 18, 2022. | Note 9 Warrant 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 2021, the Company received $32.5 million from warrant holders in exchange for 1,083,008 Series E preferred units. The following table summarizes equity-classified warrant activity as of and for the years ended December 31, 2021 and 2020: Schedule Of Warrant Activity Number Weighted Average Exercise Price Per Warrant Outstanding January 1, 2020 1,084,725 30.00 Granted - - Exercised - - Expired - - Outstanding - December 31, 2020 1,084,725 30.00 Granted - - Exercised (1,083,008 ) 30.00 Expired (1,717 ) 30.00 Outstanding - December 31, 2021 - $ - Warrant Liabilities 62,003 0.01 Distinguishing Liabilities from Equity 1.3 0.6 Pursuant to the Subordinated Term Loan agreement entered on December 22, 2021 (see Note 4), the Company concurrently 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 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 Subordinated Term Loan agreement are repaid or the tenth anniversary of the issuance date. Distinguishing Liabilities from Equity 0.1 0.1 | ||
Warrants | Note 9— Warrants Public Warrants and Private Warrants Company assumed a total of 30,016,875 11.50 15,812,500 14,204,375 In accordance with the guidance contained in ASC 815-40, Derivatives and Hedging – Contracts in an Entity’s Own Equity The Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Warrants. The Warrants became exercisable on September 14, 2022, 30 days after the Closing and no Warrant has been exercised through September 30, 2022. The Warrants will expire five years from the Closing or earlier upon redemption. The Company may redeem the Public Warrants and any Private Warrants no longer held by the initial purchaser thereof or its permitted transferee: - in whole and not in part; - at a price of $ 0.01 - upon not less than 30 days’ prior written notice to each Warrant holder and - if and only if, the last reported price of the Class A Common Stock equals or exceeds $18.00 per share for any 20 trading days within a 30 trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the Warrant holders. The Company determined the initial fair value of its Public Warrants based on the publicly listed trading price as of the valuation date. Accordingly, the Public Warrants are classified as Level 1 financial instruments. As the terms of the Private Warrants are identical to those of the Public Warrants except as otherwise stated above, the Company determined the initial fair value of its Private Warrants based on the publicly listed trading price of the Public Warrants as of the valuation date and have classified the Private Warrants as Level 2 financial instruments. Warrant Liabilities 62,003 0.01 Distinguishing Liabilities from Equity 1.8 1.3 0.5 Pursuant to the Subordinated Term Loan agreement entered on December 22, 2021 (see Note 5), the Company concurrently entered into warrant agreements and issued the Subordinated Term Loan Warrants under the condition that if the Company does not repay the Subordinated Term Loan on or prior to the maturity date, the lender receives right to purchase up to the number of Class A Common Stock worth $2.0 million, 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 Subordinated Term Loan agreement are repaid or the tenth anniversary of the issuance date. Additionally, if the Company does not repay the Subordinated Term Loan on or prior to the maturity date, the Subordinated Term Loan Warrants will be exercisable for additional $0.2 million of Class A Common Stock each additional full calendar month after the maturity date until the Company fully repays the principal and interest in cash. If the Company repays the Subordinated Term Loan on or prior to the maturity date, the Subordinated Term Loan Warrants will automatically terminate and be voided and no Subordinated Term Loan Warrant will be exercisable. Distinguishing Liabilities from Equity 0.1 0.1 See Note 20 regarding the amendment to Subordinated Term Loan Warrants agreements the Company entered into on November 18, 2022. | Note 9 Warrant 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 2021, the Company received $32.5 million from warrant holders in exchange for 1,083,008 Series E preferred units. The following table summarizes equity-classified warrant activity as of and for the years ended December 31, 2021 and 2020: Schedule Of Warrant Activity Number Weighted Average Exercise Price Per Warrant Outstanding January 1, 2020 1,084,725 30.00 Granted - - Exercised - - Expired - - Outstanding - December 31, 2020 1,084,725 30.00 Granted - - Exercised (1,083,008 ) 30.00 Expired (1,717 ) 30.00 Outstanding - December 31, 2021 - $ - Warrant Liabilities 62,003 0.01 Distinguishing Liabilities from Equity 1.3 0.6 Pursuant to the Subordinated Term Loan agreement entered on December 22, 2021 (see Note 4), the Company concurrently 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 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 Subordinated Term Loan agreement are repaid or the tenth anniversary of the issuance date. Distinguishing Liabilities from Equity 0.1 0.1 | ||
Founder Spac [Member] | ||||
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 public warrants when the price per Class A ordinary shares 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 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. | NOTE 7. WARRANTS The Company has accounted for the 30,016,875 warrants in connection with the Initial Public Offering ( 15,812,500 Public Warrants and 14,204,375 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that the warrants described above are not precluded from equity classification. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity. 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 public warrants when the price per Class A ordinary shares equals or exceeds $ 18.00 . Once the public warrants become exercisable, the Company may redeem the Public Warrants for redemption: ● 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 New Rubicon’s 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. | ||
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 public warrants when the price per Class A ordinary shares 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 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. | NOTE 7. WARRANTS The Company has accounted for the 30,016,875 warrants in connection with the Initial Public Offering ( 15,812,500 Public Warrants and 14,204,375 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that the warrants described above are not precluded from equity classification. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity. 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 public warrants when the price per Class A ordinary shares equals or exceeds $ 18.00 . Once the public warrants become exercisable, the Company may redeem the Public Warrants for redemption: ● 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 New Rubicon’s 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. |
Class A Ordinary Shares Subject
Class A Ordinary Shares Subject to Possible Redemptio | 6 Months Ended | 8 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Founder Spac [Member] | ||
Class A Ordinary Shares Subject to Possible Redemptio | NOTE 8. CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit. At June 30, 2022, and December 31, 2021 the Class A ordinary shares subject to possible redemption reflected in the balance sheet is reconciled in the following table: Schedule of shares subject to possible redemption Gross Proceeds $ 316,250,000 Less: Class A ordinary shares issuance costs (18,057,563 ) Add: Remeasurement of carrying value to redemption value 22,801,313 Class A ordinary shares subject to possible redemption $ 320,993,750 | NOTE 8. Class A Ordinary Shares Subject to Possible Redemptio The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit. At December 31, 2021, the Class A ordinary shares subject to possible redemption reflected in the balance sheet is reconciled in the following table: Schedule of subject to possible redemption reflected in the balance sheet Gross Proceeds $ 316,250,000 Less: Class A ordinary shares issuance costs (18,057,563 ) Add: Remeasurement of carrying value to redemption value 22,801,313 Class A ordinary shares subject to possible redemption $ 320,993,750 |
STOCKHOLDERS_ DEFICIT
STOCKHOLDERS’ DEFICIT | 6 Months Ended | 8 Months Ended | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
STOCKHOLDERS’ DEFICIT | Note 8— Stockholders’ (deficit) equity Upon closing of the Mergers on August 15, 2022, as discussed in Note 3, the Company’s capital stock consisted of (i) shares of Class A Common Stock issued as a result of the automatic conversion of Founder Class A Shares on a one-for-one basis, (ii) shares of Class A Common Stock issued to the PIPE Investors, (iii) shares of Class A Common Stock issued to the Blocked Unitholders and (iv) shares of Class V Common Stock issued to the Rubicon Continuing Unitholders. The table set forth below reflects information about the Company’s equity, as of September 30, 2022. The Earn-Out Interests are considered contingently issuable shares and therefore excluded from the number of shares of Class A Common Stock and Class V Common Stock issued and outstanding in the table below. Schedule of Stockholders Equity Authorized Issued Outstanding Class A Common Stock 690,000,000 49,714,239 49,714,239 Class V Common Stock 275,000,000 115,463,646 115,463,646 Preferred Stock 10,000,000 - - Total shares as of September 30, 2022 975,000,000 165,177,885 165,177,885 Each share of Class A Common Stock and Class V Common Stock entitles the holder one vote per share. Only holders of Class A Common Stock have the right to receive dividend distributions. In the event of liquidation, dissolution or winding up of the affairs of the Company, only holders of Class A Common Stock have the right to receive liquidation proceeds, while the holders of Class V Common Stock are entitled to only the par value of their shares. The holders of Class V Common Stock have the right to exchange Class V Common Stock for an equal number of shares of Class A Common Stock. The Company’s board of directors has discretion to determine the rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of preferred stock. | Note 8 Members’ equity (deficit) Schedule of Stockholders Equity Authorized Held by Members as of December 31, as of December 31, 2021 2020 2021 2020 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 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. | ||
Founder Spac [Member] | ||||
STOCKHOLDERS’ DEFICIT | NOTE 9. STOCKHOLDERS’ DEFICIT Preferred stock 1,000,000 0.0001 no Class A ordinary shares 479,000,000 0.0001 no 31,625,000 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 preference shares to complete its Business Combination or under an employee incentive plan after completion of its Business Combination. | NOTE 9. STOCKHOLDERS’ DEFICIT Preferred stock 1,000,000 shares of $ 0.0001 par value preference shares. At December 31, 2021, there were 0 preferred shares issued or outstanding. Class A ordinary shares 479,000,000 shares of Class A, $ 0.0001 par value ordinary shares. Holders of the Company’s ordinary shares are entitled to one vote for each share. At December 31, 2021, there were 0 shares of Class A ordinary shares issued or outstanding (excluding 31,625,000 shares subject to possible redemption) . Class B ordinary shares 20,000,000 shares of Class B, $ 0.0001 par value ordinary shares. Holders of the Company’s ordinary shares are entitled to one vote for each share. At December 31, 2021, there were 7,906,250 Class B ordinary shares issued and outstanding. 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 preference shares to complete its Business Combination or under an employee incentive plan after completion of its Business Combination. |
SUBSEQUENT EVENT
SUBSEQUENT EVENT | 6 Months Ended | 8 Months Ended | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
SUBSEQUENT EVENT | Note 20— Subsequent events On October 13, 2022 (the “Transition Date”), the Company entered into a CEO Transition Agreement with Mr. Nate Morris, the former Chief Executive Officer (the “CEO”) of the Company. Pursuant to the CEO Transition Agreement, Mr. Morris ceased serving as the Company’s CEO, but continued his role as Chairman of the Board of the Directors of the Company (the “Board”) and was given the title of Founder, Chairman and Strategic Advisor through February 10, 2023 (the “End Date”). Mr. Morris will also continue to serve as a member of the Board until the earlier of (a) the first anniversary of the Transition Date, (b) the date of the Company’s annual shareholder meeting in 2023, and (c) the 10 th 8,378,986 RSUs on October 19, 2022 pursuant to the CEO Transition Agreement. In October 2022, a VWAP Trigger Event occurred and the Forward Purchase Agreement could mature on the date specified by the FPA Sellers at the FPA Sellers’ discretion. The FPA Sellers have not specified the Maturity Date of the Forward Purchase Agreement as of the issuance of these unaudited interim condensed consolidated financial statements. On November 4, 2022, the Company entered into an amended agreement for certain professional services provided in connection with the Mergers. Pursuant to the amended agreement, the Company agreed to settle the unpaid fees with $ 1.0 1.0 12.7 10.7 On November 14, 2022, the Company entered into a binding Financing Commitment with certain existing investors, whereby the investors intend to provide $ 30.0 On November 17, 2022, the Company’s Board of Directors committed to a reduction in force plan (the “Plan”) as part of the Company’s measures to reduce spending and preserve cash available for the Company’s operations. The Plan involves a reduction of 55 employees, which is approximately 11% of the Company’s workforce. The Company currently estimates that it will incur one-time cash charges of approximately $0.6 million, primarily consisting of an estimated $0.5 million in severance payments, and $0.1 million in related costs. The Company expects that most of these charges will be incurred in the fourth quarter of 2022, and that the reduction in force will be substantially complete by the end of 2022. In aggregate, over the next twelve months, the reduction in force is expected to result in approximately $5.5 million in annual cash savings for the Company. On November 18, 2022, the Company entered into an amendment to the Revolving Credit Facility agreement, in which the lender consented to the amendment to the Subordinated Term Loan agreement. The amendment also extended its term through December 14, 2023 and modified the interest rate the Revolving Credit Facility bears to SOFR plus 5.6 %. Additionally, the Company committed to raise $ 5.0 million from the Financing Commitment or a similar Additionally, the Company committed to raise $5.0 million from the Financing Commitment or a similar commitment by November 23, 2022, and an additional $ 25.0 million from the issuance of equity by the earlier of (i) 5 business days after the date the Company’s S-1 filed with the SEC on August 22, 2022 becomes effective, or (ii) January 31, 2023. On November 18, 2022, the Company entered into an amendment to the Term Loan agreement, in which the lender consented to the amendments to the Revolving Credit Facility agreement and the Subordinated Term Loan agreement. Additionally, the Company committed to raise $5.0 million from the Financing Commitment or a similar commitment by November 23, 2022, and an additional $25.0 million from the issuance of equity by the earlier of (i) 5 business days after the date the Company’s S-1 filed with the SEC on August 22, 2022 becomes effective, or (ii) January 31, 2023. The amended Term Loan agreement also requires the Company to cause the Yorkville Investor to purchase the maximum amount of the Company’s equity interests available under the SEPA and to utilize the net proceeds from such drawdowns to repay the Term Loan until it is fully repaid. If the Company does not repay the Term Loan in full by March 27, 2023, the Company will be liable for an additional fee in the amount of $2.0 million, out of which $1.0 million will be due in cash on March 27, 2023, and the other $1.0 million will accrue to the principal balance of the Term Loan. Furthermore, beginning on March 27, 2023, an additional $0.15 million fee will accrue to the principal balance of the Term Loan each week thereafter until the Term Loan is fully repaid. The Company may not use the SEPA to fund the new equity financing commitments it agreed to in the amendments to the Revolving Credit Facility and the Term Loan, and the financings used to satisfy the commitments under the Revolving Credit Facility amendment may be used to also satisfy the commitments under the Term Loan amendment. On November 18, 2022, the Company entered into an amendment to the Subordinated Term Loan agreement. The amendment extended the Subordinated Term Loan maturity through December 31, 2023. Concurrently, the Company entered into an amendment to the Subordinated Term Loan Warrants agreements, which (i) increased the number of Class A Common Stock the lender has the right to purchase with the Subordinated Term Loan Warrants to such number of Class A Common Stock worth $2.6 million ($2.0 million prior to the amendment), (ii) caused the Subordinated Term Loan Warrants to be immediately exercisable upon execution of the amended Subordinated Term Loan Warrants agreements, and (iii) increased the value of Class A Common Stock the Subordinated Term Loan Warrants will earn each additional full calendar month after March 22, 2023 to $0.25 million ($0.2 million prior to the amendment) until the Company repays the Subordinated Term Loan in full. | Note 18 Subsequent event Subsequent events have been evaluated through April 8, 2022, the date these financial statements were available to be issued. | ||
Subsequent event | Note 20— Subsequent events On October 13, 2022 (the “Transition Date”), the Company entered into a CEO Transition Agreement with Mr. Nate Morris, the former Chief Executive Officer (the “CEO”) of the Company. Pursuant to the CEO Transition Agreement, Mr. Morris ceased serving as the Company’s CEO, but continued his role as Chairman of the Board of the Directors of the Company (the “Board”) and was given the title of Founder, Chairman and Strategic Advisor through February 10, 2023 (the “End Date”). Mr. Morris will also continue to serve as a member of the Board until the earlier of (a) the first anniversary of the Transition Date, (b) the date of the Company’s annual shareholder meeting in 2023, and (c) the 10 th 8,378,986 RSUs on October 19, 2022 pursuant to the CEO Transition Agreement. In October 2022, a VWAP Trigger Event occurred and the Forward Purchase Agreement could mature on the date specified by the FPA Sellers at the FPA Sellers’ discretion. The FPA Sellers have not specified the Maturity Date of the Forward Purchase Agreement as of the issuance of these unaudited interim condensed consolidated financial statements. On November 4, 2022, the Company entered into an amended agreement for certain professional services provided in connection with the Mergers. Pursuant to the amended agreement, the Company agreed to settle the unpaid fees with $ 1.0 1.0 12.7 10.7 On November 14, 2022, the Company entered into a binding Financing Commitment with certain existing investors, whereby the investors intend to provide $ 30.0 On November 17, 2022, the Company’s Board of Directors committed to a reduction in force plan (the “Plan”) as part of the Company’s measures to reduce spending and preserve cash available for the Company’s operations. The Plan involves a reduction of 55 employees, which is approximately 11% of the Company’s workforce. The Company currently estimates that it will incur one-time cash charges of approximately $0.6 million, primarily consisting of an estimated $0.5 million in severance payments, and $0.1 million in related costs. The Company expects that most of these charges will be incurred in the fourth quarter of 2022, and that the reduction in force will be substantially complete by the end of 2022. In aggregate, over the next twelve months, the reduction in force is expected to result in approximately $5.5 million in annual cash savings for the Company. On November 18, 2022, the Company entered into an amendment to the Revolving Credit Facility agreement, in which the lender consented to the amendment to the Subordinated Term Loan agreement. The amendment also extended its term through December 14, 2023 and modified the interest rate the Revolving Credit Facility bears to SOFR plus 5.6 %. Additionally, the Company committed to raise $ 5.0 million from the Financing Commitment or a similar Additionally, the Company committed to raise $5.0 million from the Financing Commitment or a similar commitment by November 23, 2022, and an additional $ 25.0 million from the issuance of equity by the earlier of (i) 5 business days after the date the Company’s S-1 filed with the SEC on August 22, 2022 becomes effective, or (ii) January 31, 2023. On November 18, 2022, the Company entered into an amendment to the Term Loan agreement, in which the lender consented to the amendments to the Revolving Credit Facility agreement and the Subordinated Term Loan agreement. Additionally, the Company committed to raise $5.0 million from the Financing Commitment or a similar commitment by November 23, 2022, and an additional $25.0 million from the issuance of equity by the earlier of (i) 5 business days after the date the Company’s S-1 filed with the SEC on August 22, 2022 becomes effective, or (ii) January 31, 2023. The amended Term Loan agreement also requires the Company to cause the Yorkville Investor to purchase the maximum amount of the Company’s equity interests available under the SEPA and to utilize the net proceeds from such drawdowns to repay the Term Loan until it is fully repaid. If the Company does not repay the Term Loan in full by March 27, 2023, the Company will be liable for an additional fee in the amount of $2.0 million, out of which $1.0 million will be due in cash on March 27, 2023, and the other $1.0 million will accrue to the principal balance of the Term Loan. Furthermore, beginning on March 27, 2023, an additional $0.15 million fee will accrue to the principal balance of the Term Loan each week thereafter until the Term Loan is fully repaid. The Company may not use the SEPA to fund the new equity financing commitments it agreed to in the amendments to the Revolving Credit Facility and the Term Loan, and the financings used to satisfy the commitments under the Revolving Credit Facility amendment may be used to also satisfy the commitments under the Term Loan amendment. On November 18, 2022, the Company entered into an amendment to the Subordinated Term Loan agreement. The amendment extended the Subordinated Term Loan maturity through December 31, 2023. Concurrently, the Company entered into an amendment to the Subordinated Term Loan Warrants agreements, which (i) increased the number of Class A Common Stock the lender has the right to purchase with the Subordinated Term Loan Warrants to such number of Class A Common Stock worth $2.6 million ($2.0 million prior to the amendment), (ii) caused the Subordinated Term Loan Warrants to be immediately exercisable upon execution of the amended Subordinated Term Loan Warrants agreements, and (iii) increased the value of Class A Common Stock the Subordinated Term Loan Warrants will earn each additional full calendar month after March 22, 2023 to $0.25 million ($0.2 million prior to the amendment) until the Company repays the Subordinated Term Loan in full. | Note 18 Subsequent event Subsequent events have been evaluated through April 8, 2022, the date these financial statements were available to be issued. | ||
Founder Spac [Member] | ||||
SUBSEQUENT EVENT | NOTE 10. SUBSEQUENT EVENTS Management of the Company evaluated events that have occurred after the balance sheet date through the date the 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. On August 2, 2022, the Company held an extraordinary general meeting of shareholders (the “Meeting”). At the Meeting, the Company’s shareholders approved the proposals (collectively, the “Proposals”) including a proposal to approve by ordinary resolution the business combination between Founder and Rubicon (the “Business Combination” and such proposal, the “Business Combination Proposal”). On August 4, 2022, Founder SPAC (the “FOUN”) and ACM ARRT F LLC, a Delaware limited liability company (“Seller”), entered into an agreement (the “Forward Purchase Agreement”) for an OTC Equity Prepaid Forward Transaction (the “Forward Purchase Transaction”). Pursuant to the terms of the Forward Purchase Agreement, Seller intends, but is not obligated, to purchase (a) Class A ordinary shares, par value $ 0.0001 1,000,000 15,000,000 | NOTE 10. SUBSEQUENT EVENT Management of the Company evaluated events that have occurred after the balance sheet date through the date the 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. | ||
Subsequent event | NOTE 10. SUBSEQUENT EVENTS Management of the Company evaluated events that have occurred after the balance sheet date through the date the 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. On August 2, 2022, the Company held an extraordinary general meeting of shareholders (the “Meeting”). At the Meeting, the Company’s shareholders approved the proposals (collectively, the “Proposals”) including a proposal to approve by ordinary resolution the business combination between Founder and Rubicon (the “Business Combination” and such proposal, the “Business Combination Proposal”). On August 4, 2022, Founder SPAC (the “FOUN”) and ACM ARRT F LLC, a Delaware limited liability company (“Seller”), entered into an agreement (the “Forward Purchase Agreement”) for an OTC Equity Prepaid Forward Transaction (the “Forward Purchase Transaction”). Pursuant to the terms of the Forward Purchase Agreement, Seller intends, but is not obligated, to purchase (a) Class A ordinary shares, par value $ 0.0001 1,000,000 15,000,000 | NOTE 10. SUBSEQUENT EVENT Management of the Company evaluated events that have occurred after the balance sheet date through the date the 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. |
RELATED PARTY TRANSACTION
RELATED PARTY TRANSACTION | 6 Months Ended | 8 Months Ended | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
RELATED PARTY TRANSACTION | Note 17— Related party transactions The Company entered into a certain software subscription agreement with Palantir Technologies, Inc., including related support and update services on September 22, 2021. The Company subsequently amended the agreement on December 15, 2021. The term of the agreement is through December 31, 2024. Pursuant to the agreement, as of September 30, 2022, the Company is committed to pay $ 15.5 | Note 15 Related party transactio Sales to related party investors in the amount of $ 1.6 1.9 0.3 0.2 | ||
Founder Spac [Member] | ||||
RELATED PARTY TRANSACTION | NOTE 5. RELATED PARTY TRANSACTION 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 have agreed 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 June 30, 2022, and December 31, 2021, the Sponsor spent $ 102,667 | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On April 27, 2021, the Sponsor made a capital contribution of $ 25,000 , or approximately $ 0.003 per share, to cover certain of the Company’s expenses, for which the Company issued founder shares to the Sponsor such that they currently hold an aggregate of 7,906,250 founder shares. 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 to cover expenses related to the Initial Public 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 Initial Public Offering. As of December 31, 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 have agreed 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. The warrants will be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of December 31, 2021, the Company had no such related party loans outstanding. There are expenses that are paid by the Sponsor on behalf of the Company. As of December 31, 2021, the Sponsor spent $ 102,667 , which are presented on the balance sheet as a Due to Sponsor. |
CLASS A ORDINARY SHARES SUBJE_2
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION | 6 Months Ended | 8 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Founder Spac [Member] | ||
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION | NOTE 8. CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit. At June 30, 2022, and December 31, 2021 the Class A ordinary shares subject to possible redemption reflected in the balance sheet is reconciled in the following table: Schedule of shares subject to possible redemption Gross Proceeds $ 316,250,000 Less: Class A ordinary shares issuance costs (18,057,563 ) Add: Remeasurement of carrying value to redemption value 22,801,313 Class A ordinary shares subject to possible redemption $ 320,993,750 | NOTE 8. Class A Ordinary Shares Subject to Possible Redemptio The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit. At December 31, 2021, the Class A ordinary shares subject to possible redemption reflected in the balance sheet is reconciled in the following table: Schedule of subject to possible redemption reflected in the balance sheet Gross Proceeds $ 316,250,000 Less: Class A ordinary shares issuance costs (18,057,563 ) Add: Remeasurement of carrying value to redemption value 22,801,313 Class A ordinary shares subject to possible redemption $ 320,993,750 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended | 8 Months Ended | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
SUBSEQUENT EVENTS | Note 20— Subsequent events On October 13, 2022 (the “Transition Date”), the Company entered into a CEO Transition Agreement with Mr. Nate Morris, the former Chief Executive Officer (the “CEO”) of the Company. Pursuant to the CEO Transition Agreement, Mr. Morris ceased serving as the Company’s CEO, but continued his role as Chairman of the Board of the Directors of the Company (the “Board”) and was given the title of Founder, Chairman and Strategic Advisor through February 10, 2023 (the “End Date”). Mr. Morris will also continue to serve as a member of the Board until the earlier of (a) the first anniversary of the Transition Date, (b) the date of the Company’s annual shareholder meeting in 2023, and (c) the 10 th 8,378,986 RSUs on October 19, 2022 pursuant to the CEO Transition Agreement. In October 2022, a VWAP Trigger Event occurred and the Forward Purchase Agreement could mature on the date specified by the FPA Sellers at the FPA Sellers’ discretion. The FPA Sellers have not specified the Maturity Date of the Forward Purchase Agreement as of the issuance of these unaudited interim condensed consolidated financial statements. On November 4, 2022, the Company entered into an amended agreement for certain professional services provided in connection with the Mergers. Pursuant to the amended agreement, the Company agreed to settle the unpaid fees with $ 1.0 1.0 12.7 10.7 On November 14, 2022, the Company entered into a binding Financing Commitment with certain existing investors, whereby the investors intend to provide $ 30.0 On November 17, 2022, the Company’s Board of Directors committed to a reduction in force plan (the “Plan”) as part of the Company’s measures to reduce spending and preserve cash available for the Company’s operations. The Plan involves a reduction of 55 employees, which is approximately 11% of the Company’s workforce. The Company currently estimates that it will incur one-time cash charges of approximately $0.6 million, primarily consisting of an estimated $0.5 million in severance payments, and $0.1 million in related costs. The Company expects that most of these charges will be incurred in the fourth quarter of 2022, and that the reduction in force will be substantially complete by the end of 2022. In aggregate, over the next twelve months, the reduction in force is expected to result in approximately $5.5 million in annual cash savings for the Company. On November 18, 2022, the Company entered into an amendment to the Revolving Credit Facility agreement, in which the lender consented to the amendment to the Subordinated Term Loan agreement. The amendment also extended its term through December 14, 2023 and modified the interest rate the Revolving Credit Facility bears to SOFR plus 5.6 %. Additionally, the Company committed to raise $ 5.0 million from the Financing Commitment or a similar Additionally, the Company committed to raise $5.0 million from the Financing Commitment or a similar commitment by November 23, 2022, and an additional $ 25.0 million from the issuance of equity by the earlier of (i) 5 business days after the date the Company’s S-1 filed with the SEC on August 22, 2022 becomes effective, or (ii) January 31, 2023. On November 18, 2022, the Company entered into an amendment to the Term Loan agreement, in which the lender consented to the amendments to the Revolving Credit Facility agreement and the Subordinated Term Loan agreement. Additionally, the Company committed to raise $5.0 million from the Financing Commitment or a similar commitment by November 23, 2022, and an additional $25.0 million from the issuance of equity by the earlier of (i) 5 business days after the date the Company’s S-1 filed with the SEC on August 22, 2022 becomes effective, or (ii) January 31, 2023. The amended Term Loan agreement also requires the Company to cause the Yorkville Investor to purchase the maximum amount of the Company’s equity interests available under the SEPA and to utilize the net proceeds from such drawdowns to repay the Term Loan until it is fully repaid. If the Company does not repay the Term Loan in full by March 27, 2023, the Company will be liable for an additional fee in the amount of $2.0 million, out of which $1.0 million will be due in cash on March 27, 2023, and the other $1.0 million will accrue to the principal balance of the Term Loan. Furthermore, beginning on March 27, 2023, an additional $0.15 million fee will accrue to the principal balance of the Term Loan each week thereafter until the Term Loan is fully repaid. The Company may not use the SEPA to fund the new equity financing commitments it agreed to in the amendments to the Revolving Credit Facility and the Term Loan, and the financings used to satisfy the commitments under the Revolving Credit Facility amendment may be used to also satisfy the commitments under the Term Loan amendment. On November 18, 2022, the Company entered into an amendment to the Subordinated Term Loan agreement. The amendment extended the Subordinated Term Loan maturity through December 31, 2023. Concurrently, the Company entered into an amendment to the Subordinated Term Loan Warrants agreements, which (i) increased the number of Class A Common Stock the lender has the right to purchase with the Subordinated Term Loan Warrants to such number of Class A Common Stock worth $2.6 million ($2.0 million prior to the amendment), (ii) caused the Subordinated Term Loan Warrants to be immediately exercisable upon execution of the amended Subordinated Term Loan Warrants agreements, and (iii) increased the value of Class A Common Stock the Subordinated Term Loan Warrants will earn each additional full calendar month after March 22, 2023 to $0.25 million ($0.2 million prior to the amendment) until the Company repays the Subordinated Term Loan in full. | Note 18 Subsequent event Subsequent events have been evaluated through April 8, 2022, the date these financial statements were available to be issued. | ||
SUBSEQUENT EVENT | Note 20— Subsequent events On October 13, 2022 (the “Transition Date”), the Company entered into a CEO Transition Agreement with Mr. Nate Morris, the former Chief Executive Officer (the “CEO”) of the Company. Pursuant to the CEO Transition Agreement, Mr. Morris ceased serving as the Company’s CEO, but continued his role as Chairman of the Board of the Directors of the Company (the “Board”) and was given the title of Founder, Chairman and Strategic Advisor through February 10, 2023 (the “End Date”). Mr. Morris will also continue to serve as a member of the Board until the earlier of (a) the first anniversary of the Transition Date, (b) the date of the Company’s annual shareholder meeting in 2023, and (c) the 10 th 8,378,986 RSUs on October 19, 2022 pursuant to the CEO Transition Agreement. In October 2022, a VWAP Trigger Event occurred and the Forward Purchase Agreement could mature on the date specified by the FPA Sellers at the FPA Sellers’ discretion. The FPA Sellers have not specified the Maturity Date of the Forward Purchase Agreement as of the issuance of these unaudited interim condensed consolidated financial statements. On November 4, 2022, the Company entered into an amended agreement for certain professional services provided in connection with the Mergers. Pursuant to the amended agreement, the Company agreed to settle the unpaid fees with $ 1.0 1.0 12.7 10.7 On November 14, 2022, the Company entered into a binding Financing Commitment with certain existing investors, whereby the investors intend to provide $ 30.0 On November 17, 2022, the Company’s Board of Directors committed to a reduction in force plan (the “Plan”) as part of the Company’s measures to reduce spending and preserve cash available for the Company’s operations. The Plan involves a reduction of 55 employees, which is approximately 11% of the Company’s workforce. The Company currently estimates that it will incur one-time cash charges of approximately $0.6 million, primarily consisting of an estimated $0.5 million in severance payments, and $0.1 million in related costs. The Company expects that most of these charges will be incurred in the fourth quarter of 2022, and that the reduction in force will be substantially complete by the end of 2022. In aggregate, over the next twelve months, the reduction in force is expected to result in approximately $5.5 million in annual cash savings for the Company. On November 18, 2022, the Company entered into an amendment to the Revolving Credit Facility agreement, in which the lender consented to the amendment to the Subordinated Term Loan agreement. The amendment also extended its term through December 14, 2023 and modified the interest rate the Revolving Credit Facility bears to SOFR plus 5.6 %. Additionally, the Company committed to raise $ 5.0 million from the Financing Commitment or a similar Additionally, the Company committed to raise $5.0 million from the Financing Commitment or a similar commitment by November 23, 2022, and an additional $ 25.0 million from the issuance of equity by the earlier of (i) 5 business days after the date the Company’s S-1 filed with the SEC on August 22, 2022 becomes effective, or (ii) January 31, 2023. On November 18, 2022, the Company entered into an amendment to the Term Loan agreement, in which the lender consented to the amendments to the Revolving Credit Facility agreement and the Subordinated Term Loan agreement. Additionally, the Company committed to raise $5.0 million from the Financing Commitment or a similar commitment by November 23, 2022, and an additional $25.0 million from the issuance of equity by the earlier of (i) 5 business days after the date the Company’s S-1 filed with the SEC on August 22, 2022 becomes effective, or (ii) January 31, 2023. The amended Term Loan agreement also requires the Company to cause the Yorkville Investor to purchase the maximum amount of the Company’s equity interests available under the SEPA and to utilize the net proceeds from such drawdowns to repay the Term Loan until it is fully repaid. If the Company does not repay the Term Loan in full by March 27, 2023, the Company will be liable for an additional fee in the amount of $2.0 million, out of which $1.0 million will be due in cash on March 27, 2023, and the other $1.0 million will accrue to the principal balance of the Term Loan. Furthermore, beginning on March 27, 2023, an additional $0.15 million fee will accrue to the principal balance of the Term Loan each week thereafter until the Term Loan is fully repaid. The Company may not use the SEPA to fund the new equity financing commitments it agreed to in the amendments to the Revolving Credit Facility and the Term Loan, and the financings used to satisfy the commitments under the Revolving Credit Facility amendment may be used to also satisfy the commitments under the Term Loan amendment. On November 18, 2022, the Company entered into an amendment to the Subordinated Term Loan agreement. The amendment extended the Subordinated Term Loan maturity through December 31, 2023. Concurrently, the Company entered into an amendment to the Subordinated Term Loan Warrants agreements, which (i) increased the number of Class A Common Stock the lender has the right to purchase with the Subordinated Term Loan Warrants to such number of Class A Common Stock worth $2.6 million ($2.0 million prior to the amendment), (ii) caused the Subordinated Term Loan Warrants to be immediately exercisable upon execution of the amended Subordinated Term Loan Warrants agreements, and (iii) increased the value of Class A Common Stock the Subordinated Term Loan Warrants will earn each additional full calendar month after March 22, 2023 to $0.25 million ($0.2 million prior to the amendment) until the Company repays the Subordinated Term Loan in full. | Note 18 Subsequent event Subsequent events have been evaluated through April 8, 2022, the date these financial statements were available to be issued. | ||
Founder Spac [Member] | ||||
SUBSEQUENT EVENTS | NOTE 10. SUBSEQUENT EVENTS Management of the Company evaluated events that have occurred after the balance sheet date through the date the 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. On August 2, 2022, the Company held an extraordinary general meeting of shareholders (the “Meeting”). At the Meeting, the Company’s shareholders approved the proposals (collectively, the “Proposals”) including a proposal to approve by ordinary resolution the business combination between Founder and Rubicon (the “Business Combination” and such proposal, the “Business Combination Proposal”). On August 4, 2022, Founder SPAC (the “FOUN”) and ACM ARRT F LLC, a Delaware limited liability company (“Seller”), entered into an agreement (the “Forward Purchase Agreement”) for an OTC Equity Prepaid Forward Transaction (the “Forward Purchase Transaction”). Pursuant to the terms of the Forward Purchase Agreement, Seller intends, but is not obligated, to purchase (a) Class A ordinary shares, par value $ 0.0001 1,000,000 15,000,000 | NOTE 10. SUBSEQUENT EVENT Management of the Company evaluated events that have occurred after the balance sheet date through the date the 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. | ||
SUBSEQUENT EVENT | NOTE 10. SUBSEQUENT EVENTS Management of the Company evaluated events that have occurred after the balance sheet date through the date the 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. On August 2, 2022, the Company held an extraordinary general meeting of shareholders (the “Meeting”). At the Meeting, the Company’s shareholders approved the proposals (collectively, the “Proposals”) including a proposal to approve by ordinary resolution the business combination between Founder and Rubicon (the “Business Combination” and such proposal, the “Business Combination Proposal”). On August 4, 2022, Founder SPAC (the “FOUN”) and ACM ARRT F LLC, a Delaware limited liability company (“Seller”), entered into an agreement (the “Forward Purchase Agreement”) for an OTC Equity Prepaid Forward Transaction (the “Forward Purchase Transaction”). Pursuant to the terms of the Forward Purchase Agreement, Seller intends, but is not obligated, to purchase (a) Class A ordinary shares, par value $ 0.0001 1,000,000 15,000,000 | NOTE 10. SUBSEQUENT EVENT Management of the Company evaluated events that have occurred after the balance sheet date through the date the 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. |
Nature of operations and summar
Nature of operations and summary of significant accounting policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Nature of operations and summary of significant accounting policies | Note 1— Nature of operations and summary of significant accounting policies Description of Business 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. Rubicon Technologies, Inc. and all subsidiaries are hereafter referred to as “Rubicon” or the “Company.” Mergers In connection with the Mergers, the Company was reorganized into an Up-C structure, in which substantially all of the assets and business of the Company are held by Rubicon Technologies Holdings, LLC and continue to operate through Rubicon Technologies Holdings, LLC and its subsidiaries, and Rubicon Technologies, Inc.’s material assets are the equity interests of Rubicon Technologies Holdings, LLC indirectly held by it. Pursuant to the Merger Agreement, the Mergers were accounted for as a reverse recapitalization in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) (the “Reverse Recapitalization”). Under this method of accounting, Founder was treated as the acquired company and Holdings LLC was treated as the acquirer for financial reporting purposes. Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of Holdings LLC issuing stock for the net assets of Founder, accompanied by a recapitalization. Thus, these condensed consolidated financial statements reflect (i) the historical operating results of Holdings LLC prior to the Mergers; (ii) the results of Rubicon Technologies, Inc. following the Mergers; and (iii) the acquired assets and liabilities of Founder stated at historical cost, with no goodwill or other intangible assets recorded. See Note 3 for further information regarding the Mergers. Basis of Presentation and Consolidation Segments Use of Estimates Emerging Growth Company Revenue Recognition Service Revenue: Service revenues are primarily derived from long-term contracts with waste generator customers including multiple promises delivered through the Company’s digital marketplace platform. The promises include waste removal, consultation services, billing administration and consolidation, cost savings analyses, and vendor procurement and performance management, each of which constitutes an input to the combined service managed through the digital platform. The digital platform and services are highly interdependent, and accordingly, each contractual promise is not considered a distinct performance obligation in the context of the contract and is combined into a single performance obligation. In general, fees are invoiced, 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 the service. The Company invoices for certain services prior to performance. These advance invoices are included in contract liabilities and recognized as revenue in the period service is provided. Service revenues also include software-as-a-service subscription, maintenance, equipment and other professional services, which represent separate performance obligations. Once the performance obligations and the transaction price are determined, including an estimate of any variable consideration, the Company then allocates the transaction price to each performance obligation in the contract using a relative standalone selling price method. The Company determines standalone selling price based on the price at which the good or service is sold separately. Recyclable Commodity Revenue: The Company recognizes recyclable commodity revenue through the purchase and sale of old corrugated cardboard (“OCC”), old newsprint (“ONP”), aluminum, glass, pallets, and other recyclable materials at market prices. The Company purchases recyclable commodities from certain waste generator customers and sells the recyclable materials to recycling and processing facilities. Revenue recognized under these agreements is variable in nature based on the market, type and volume or weight of the materials sold. The amount of revenue recognized is based on commodity prices at the time of sale, which are unknown at contract inception. Fees are billed, and revenue is recognized at a point in time when control is transferred to the recycling and processing facilities. Management reviews contracts and agreements the Company has with its waste generator customers and hauling and recycling partners, and performs an evaluation to consider the most appropriate manner in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“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 OCC, ONP, aluminum, glass, pallets and other recyclable materials, and any associated transportation fees. The Company recognizes the cost of revenue exclusive of any amortization or depreciation expenses, which are recognized in operating expense on the condensed consolidated statements of operations. Cash and Cash Equivalents Accounts Receivable Contract Balances 62.8 57.0 50.0 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, 2022 and December 31, 2021, the Company had deferred revenue balances of $ 4.5 4.6 4.1 Accrued Hauler Expenses Fair Value Measurements Offering Costs 0 1.1 67.3 23.1 44.2 Customer Acquisition Costs Warrants Distinguishing Liabilities from Equity Derivatives and Hedging 0.0001 For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded in liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the liability-classified warrants are recognized in other income (expense) on the consolidated statement of operations. As of September 30, 2022, the Company has both liability-classified and equity-classified warrants outstanding. See Note 9 for further information. Earn-out Liabilities 1,488,519 8,900,840 0.0001 (1) 50% of the Earn-Out Interests if the volume weighted average price (the “VWAP”) of the Class A Common Stock equals or exceeds $14.00 per share (as adjusted for stock splits, stock dividends, reorganizations, and recapitalizations) for twenty (20) of thirty (30) consecutive trading days during the Earn-Out Period; and (2) 50% of the Earn-Out Interests if the VWAP of the Class A Common Stock equals or exceeds $16.00 per share (as adjusted for stock splits, stock dividends, reorganizations, and recapitalizations) for twenty (20) of any thirty (30) consecutive trading days during the Earn-Out Period. Earn-Out Interests are classified as liability transactions at initial issuance which offset against additional paid-in capital as of the Closing. At each period end, Earn-Out Interests are remeasured to their fair value with the changes during that period recognized in other income (expense) on the consolidated statement of operations. Upon issuance and release of the shares after each Earn-Out Condition is met, the related Earn-Out Interests will be remeasured to their fair value at that time with the changes recognized in other income (expense), and such Earn-Out Interests will be reclassed to stockholders’ equity (deficit) on the consolidated balance sheet. As of the Closing Date, the Earn-Out Interests had a fair value of $74.1 million. As of September 30, 2022, the Earn-out Interests had a fair value of $ 7.0 67.1 Noncontrolling Interest Upon completion of the Mergers, Rubicon Technologies, Inc. issued an aggregate 118,667,880 The financial results of Holdings LLC were consolidated into Rubicon Technologies, Inc. and 70.5% of Holdings LLC’s net loss during the period of August 15, 2022, the Closing Date, through September 30, 2022 was allocated to noncontrolling interests (“NCI”). Income Taxes The Company accounts for income taxes in accordance with ASC Topic 740, Accounting for Income Taxes Income Taxes; Interim Reporting ASC Topic 740 prescribes a two-step approach for the recognition and measurement of tax benefits associated with the positions taken or expected to be taken in a tax return that affect amounts reported in the financial statements. The Company has reviewed and will continue to review the conclusions reached regarding uncertain tax positions, which may be subject to review and adjustment at a later date based on ongoing analyses of tax laws, regulations and interpretations thereof. To the extent that the Company’s assessment of the conclusions reached regarding uncertain tax positions changes as a result of the evaluation of new information, such change in estimate will be recorded in the period in which such determination is made. The Company reports income tax-related interest and penalties relating to uncertain tax positions, if applicable, as a component of income tax expense. The Company’s income tax expense (benefit) was $- 0 0.3 (0.0) 1.4 0.1 1.0 (0.0) 2.2 During the nine months ended September 30, 2022, the Company recorded a full valuation allowance against its deferred tax assets. The Company intends to maintain this position until there is sufficient evidence to support the reversal of all or some portion of the allowance. The Company also has certain assets with indefinite lives for which the basis is different for book and tax. In accordance with ASC 740-10-30-18, the deferred tax liability related to these intangible assets cannot be used to offset deferred tax assets when determining the amount of the valuation allowance for deferred tax assets which are not more-likely-than-not to be realized. As a result, the Company is in a net deferred tax liability position of $ 0.2 Tax Receivable Agreement Obligation The Company accounts for the effects of these increases in tax basis and associated payments under the TRAs if and when exchanges occur as follows: a. recognizes a contingent liability for the TRA obligation when it is deemed probable and estimable, with a corresponding adjustment to additional paid-in-capital, based on the estimate of the aggregate amount that the Company will pay; b. records an increase in deferred tax assets for the estimated income tax effects of the increases in tax basis based on enacted federal and state tax rates at the date of the exchange; c. to the extent the Company estimates that the full benefit represented by the deferred tax asset will not be fully realized based on an analysis that will consider, among other things, the expectation of future earnings, the Company reduces the deferred tax asset with a valuation allowance; and d. the effects of changes in any of the estimates and subsequent changes in the enacted tax rates after the initial recognition will be included in the Company’s net loss. As of September 30, 2022, no TRA liability was recorded based on current projections of the Company’s future taxable income taking into consideration the Company’s full valuation allowance against its deferred tax asset. Earnings (Loss) Per Share (“EPS”) Diluted income (loss) per share is computed giving effect to all potential weighted-average dilutive shares for the period. The dilutive effect of outstanding awards or financial instruments, if any, is reflected in diluted income (loss) per share by application of the treasury stock method or if converted method, as applicable. Stock awards are excluded from the calculation of diluted EPS in the event they are antidilutive or subject to performance conditions for which the necessary conditions have not been satisfied by the end of the reporting period. See Note 14 for additional information on dilutive securities. Prior to the Mergers, the membership structure of Holdings LLC included units which had liquidation preferences. The Company analyzed the calculation of loss per unit for periods prior to the Mergers and determined that it resulted in values that would not be meaningful to the users of these condensed consolidated financial statements. As a result, loss per share information has not been presented for periods prior to the Mergers on August 15, 2022. Derivative Financial Instruments Stock-Based Compensation The Company accounts for nonemployee stock-based transactions using the fair value of the consideration received (i.e., the value of the goods or services) or the fair value of the equity instruments issued, whichever is more reliably measurable. | Note 1 Nature of operations and summary of significant accounting policies Description of Business 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. The operations presented in these consolidated financial statements include the operations of Rubicon Technologies, LLC and subsidiaries for the years ended December 31, 2021 and 2020. Operations for the years ended December 31, 2021 and 2020 were primarily through Rubicon Global, LLC. Rubicon Technologies, LLC and all subsidiaries are hereafter referred to as “Rubicon” or the “Company.” 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, software subscriptions, and the purchase and sale of recyclable commodities. Service Revenue: Service revenues are primarily derived from long-term contracts with waste generator customers including multiple promises delivered through the Company’s digital marketplace platform. The promises include waste removal, consultation services, billing administration and consolidation, cost savings analyses, and vendor procurement and performance management, each of which constitutes an input to the combined service managed through the digital platform. The digital platform and services are highly interdependent, and accordingly, each contractual promise is not considered a distinct performance obligation in the context of the contract and is combined into a single performance obligation. In general, fees are invoiced, 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 the service. The Company invoices for certain services prior to performance. These advance invoices are included in contract liabilities and recognized as revenue in the period service is provided. Service revenues also include software-as-a-service subscription, maintenance, equipment and other professional services, which represent separate performance obligations. Once the performance obligations and the transaction price are determined, including an estimate of any variable consideration, the Company then allocates the transaction price to each performance obligation in the contract using a relative standalone selling price method. The Company determines standalone selling price based on the price at which the good or service is sold separately. Recyclable Commodity Revenue: The Company recognizes recyclable commodity revenue through the purchase and sale of old corrugated cardboard (OCC), old newsprint (ONP), aluminum, glass, pallets, and other recyclable materials at market prices. The Company purchases recyclable commodities from certain waste generator customers and sells the recyclable materials to recycling and processing facilities. Revenue recognized under these agreements is variable in nature based on the market, type and volume or weight of the materials sold. The amount of revenue recognized is based on commodity prices at the time of sale, which are unknown at contract inception. Fees are billed, and revenue is recognized at a point in time when control is transferred to the recycling and processing facilities. Management reviews contracts and agreements the Company has with its waste generator customers and hauling and recycling partners and performs an 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, pallets and other recyclable materials, and any associated transportation fees. The Company recognizes the cost of revenue exclusive of any amortization or depreciation expenses, which are recognized in operating expense on the consolidated statements of operations. Cash and Cash Equivalents Accounts Receivable Accounts receivable consists of trade accounts receivable for services provided to customers. Accounts receivable is stated at the amount the Company expects to collect. The Company maintains an allowance for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. Management considers the following factors when determining the collectability of specific customer accounts: customer credit-worthiness, past transaction history with the customer, current economic industry trends, and changes in customer payment terms. Past-due balances and other higher-risk amounts are reviewed individually for collectability. If the financial condition of the Company’s customers were to deteriorate, adversely affecting their ability to make payments, additional allowances would be required. 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, 2021 and 2020, the allowance for doubtful accounts was $ 8.6 7.1 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. The changes in contract assets during 2021 and 2020 were follows (in thousands): Schedule Of Contract Assets Balance, January 1, 2020 $ 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 Invoiced to customers in the current period (43,513 ) Changes in estimate related to prior period 156 Estimated accrual related to current period 56,984 Balance, December 31, 2021 $ 56,984 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, 2021, the Company recognized $ 4.0 2.9 Accrued Hauler Expenses The changes in accrued hauler expenses during 2021 and 2020 were follows (in thousands): Schedule Of Accrued Hauler Expenses Balance, January 1, 2020 $ 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 Invoiced by vendors in the current period (37,726 ) Changes in estimate related to prior period 297 Estimated accrual related to current period 49,607 Balance, December 31, 2021 $ 49,607 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 Lives used for depreciation calculations are as follows: Live Used For Depreciation Computers, equipment and software 3 5 Furniture and fixtures 3 5 Customer equipment 3 10 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 the Company’s other long-lived assets, 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. Deferred Offering Costs 1.1 0 Advertising 1.5 2.1 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 years ended December 31, 2021 and 2020, the Company considered the impacts of the 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 of Long-Lived Assets Debt Issuance Costs Customer Acquisition Costs 0 0.5 2.5 1.5 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 have been excluded from the calculation of diluted net loss per common unit as their effect is anti-dilutive. Income Taxes The consolidated financial statements include a provision for income taxes related to the RiverRoad Waste Solutions, Inc. (“RiverRoad”), one of Rubicon Technologies, LLC’s subsidiaries which is organized as a C-Corporation. 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, 2021 or 2020, the Company has no |
Recent accounting pronouncement
Recent accounting pronouncements | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Recent Accounting Pronouncements | ||
Recent accounting pronouncements | Note 2— Recent accounting pronouncements Accounting pronouncements adopted during 2022 In August 2020, the FASB issued 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): Accounting for Convertible Instruments and contracts in an Entity’s Own Equity Accounting pronouncements issued, but not adopted as of September 30, 2022 In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In October 2021, the FASB issued ASU 2021-08, Business Combination (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers Revenue from Contracts with Customers | 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 Company adopted this ASU as of January 1, 2021. The adoption did not have a material impact on the Company’s consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting Accounting pronouncements issued, but not adopted as of December 31, 2021 In June 2016, the FASB issued ASU 2016-13, Financial Instruments Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In October 2021, the FASB issued ASU 2021-08, Business Combination (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers Revenue from Contracts with Customers |
Property and equipment
Property and equipment | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Property and equipment | Note 4— Property and equipment Property and equipment, net is comprised of the following as of September 30, 2022 and December 31, 2021 (in thousands): Schedule of propertyand equipment September 30, 2022 December 31, Computers, equipment and software $ 3,668 $ 2,968 Customer equipment 1,380 1,122 Furniture and fixtures 1,699 1,570 Leasehold improvements 3,771 3,769 Total property and equipment 10,518 9,429 Less accumulated depreciation and amortization (7,777 ) (6,818 ) Total property and equipment, net $ 2,741 $ 2,611 Depreciation and amortization expense reflected in operating expense for the three months ended September 30, 2022 and 2021 was $ 0.3 0.4 1.0 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 2021 2020 Computers, equipment and software $ 2,968 $ 2,431 Customer equipment 1,122 913 Furniture and fixtures 1,570 1,130 Leasehold improvements 3,769 3,020 9,429 7,494 Less accumulated amortization and depreciation (6,818 ) (5,205 ) Property and equipment, net $ 2,611 $ 2,289 Property and equipment amortization and depreciation expenses for the years ended December 31, 2021 and 2020 totaled $ 1.6 1.6 |
Debt
Debt | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | ||
Debt | Note 5— Debt Revolving Credit Facility 60.0 million “Revolving Credit Facility” secured by all assets of the Company including accounts receivable, intellectual property, and general intangibles. The Revolving Credit Facility was subsequently amended, and bore SOFR plus 4.6 % ( 7.6 % at September 30, 2022 ) with the maturity date of December 14, 2022 . On November 18, 2022, the Company entered into an amendment to the Revolving Credit Facility, extending the maturity date to December 14, 2023 and modifying the interest rate the Revolving Credit Facility bears to SOFR plus 5.6% (see Note 20). The borrowing capacity of the Revolving Credit Facility is calculated based on qualified billed and unbilled receivables. Interest and fees are payable monthly with principal due upon maturity. The Revolving Credit Facility requires a lockbox arrangement, which provides for receipts to be swept daily to reduce borrowings outstanding at the discretion of the lender. This arrangement, combined with the existence of the subjective acceleration clause, necessitates the Revolving Credit Facility 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 September 30, 2022, the Company’s total outstanding borrowings under the Revolving Credit Facility were $ 30.1 21.2 29.9 23.0 Term Loan Facilities 20.0 million “Term Loan” agreement secured by a second lien on all assets of the Company including accounts receivable, intellectual property and general intangibles. The Term Loan agreement was subsequently amended, and currently has the principal amount of $ 60.0 million, bears an interest rate of LIBOR plus 9.5 % ( 13.1 March 29, 2024 or the maturity date of the Revolving Credit Facility. The Term Loan was amended on November 18, 2022 to, among other things, require the Company to repay the Term Loan with any net proceeds provided by the SEPA until such time that the Term Loan is repaid in full. (see Note 20). The Term Loan also includes a qualified equity contributions requirement, requiring the Company to raise $ 50.0 50.0 20.0 8.7 Pursuant to the amended Term Loan agreement, on October 15, 2021, the Company entered into warrant agreements and issued common unit purchase warrants (the “Term Loan Warrants”). The Term Loan Warrants were converted into Class A Common Stock and Class B Units upon the consummation of the Mergers. On December 22, 2021, the Company entered into a $ 20.0 million “Subordinated Term Loan” agreement secured by a third lien on all assets of the Company including accounts receivable, intellectual property and general intangibles. The Subordinated Term Loan was scheduled to mature on December 22, 2022 and bears an interest rate of 15.0 %. On November 18, 2022, the Company entered into an amendment to the Subordinated Term Loan agreement, extending its maturity date to December 31, 2023 (see Note 20). Pursuant to the Subordinated Term Loan agreement, the Company entered into warrant agreements and issued common unit purchase warrants (the “Subordinated Term Loan Warrants”). If the Company does not repay the Subordinated Term Loan on or before its maturity, the Subordinated Term Loan Warrants will be exercisable for additional Class A Common Stock until the Company fully pays the principal and interest in cash. See Note 9 for further information regarding the Term Loan Warrants and the Subordinated Term Loan Warrants. See Note 20 for further information regarding the amended agreements entered into for the Revolving Credit Facility, Term Loan, and Subordinated Term Loan on November 18, 2022. Amortization of deferred debt charges were $ 0.8 0.1 2.5 0.4 Components of long-term debt were as follows (in thousands): Schedule of components of long-term debt September 30, 2022 December 31, Term loan balance $ 72,500 $ 77,000 Less unamortized loan origination costs (2,957 ) (3,334 ) Total borrowed 69,543 73,666 Less short-term loan balance - (22,666 ) Long-term loan balance $ 69,543 $ 51,000 At September 30,2022, the aggregate maturities of long-term debt for the remainder of 2022 and subsequent years are as follows (in thousands): Schedule of maturities of long-term debt Fiscal Years Ending December 31, 2022 $ 1,500 2023 71,000 Total $ 72,500 PPP Loans The PPP Loans were eligible for forgiveness as part of the CARES Act, if certain requirements were met. The Company applied for forgiveness with the SBA in December 2020. On March 30, 2021, the SBA forgave the principal balance and associated accumulated interest of one of the two PPP Loans in full. On June 10, 2021, the SBA forgave the principal balance and associated accumulated interest of the second PPP Loans in full. As a result, the Company recognized $ 10.9 The Company elected to repay $ 2.3 0 Interest expense related to the Revolving Credit Facility, the Term Loan, the Subordinated Term Loan, and PPP Loan, as applicable, was $ 4.6 2.6 12.3 7.5 | Note 4 Debt Revolving Credit Facility 60.0 4.5 6.0 6.00 December 31, 2022 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 the 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, 2021, the Company’s total outstanding borrowings under the Line of Credit were $ 29.9 23.0 29.4 21.3 The Company capitalized a total of $ 1.9 0.5 0.6 Term Loan Facilities 20.0 9.0 March 29, 2024 1.2 On February 27, 2020, the Company amended the Term Loan agreement, increasing the principal amount of the facility to $ 40.0 9.5 Debt Modifications and Extinguishments 0.6 On March 24, 2021, the Company amended the Term Loan agreement, increasing the principal amount of the facility to $ 60.0 20.0 Debt Modifications and Extinguishments 0.8 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 modified the qualified equity contributions requirement of $100.0 million by July 31, 2021 to $ 50.0 Debt Modifications and Extinguishments Amortization of deferred debt charges related to the Term Loan agreement was $ 1.0 0.7 On December 22, 2021, the Company entered into a $ 20.0 15.00 1.5 0 Components of long-term debt were as follows (in thousands): Schedule Of Components Of Debt As of December 31, 2021 2020 Term loan balance $ 77,000 $ 48,524 Less unamortized loan origination costs (3,334 ) (820 ) Total borrowed 73,666 47,704 Less short-term loan balance (22,666 ) (680 ) Long-term loan balance $ 51,000 $ 47,024 At December 31, 2021, the future aggregate maturities of long-term debt are as follows (in thousands): Schedule of Maturities of Long-term Debt Fiscal Years Ending December 31, 2022 $ 26,000 2023 6,000 2024 45,000 Total $ 77,000 PPP Loans 2 1 The Company elected to repay $ 2.3 10.8 10.9 0 8.5 2.0 Interest expense related to the Revolving Credit Facility, Term Loan Facilities, and PPP Loans was $ 11.5 8.2 |
Accrued expenses
Accrued expenses | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Payables and Accruals [Abstract] | ||
Accrued expenses | Note 6— Accrued expenses Accrued expenses consist of the following as of September 30, 2022 and December 31, 2021 (in thousands): Schedule of Accrued expenses September 30, 2022 December 31, Accrued hauler expenses $ 55,773 $ 49,607 Accrued compensation 57,632 9,656 Accrued income taxes - 3 Accrued Mergers transaction expenses 44,235 - Other accrued expenses 4,788 6,272 Total accrued expenses $ 162,428 $ 65,538 | Note 5 Accrued expenses Accrued expenses consist of the following at December 31 (in thousands): Schedule of Accounts Payable and Accrued Liabilities 2021 2020 Accrued hauler expenses $ 49,607 $ 37,429 Accrued compensation 9,656 8,783 Accrued income taxes 3 61 Other accrued expenses 6,272 2,717 $ 65,538 $ 48,990 |
Goodwill and other intangibles
Goodwill and other intangibles | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill and other intangibles | Note 7— Goodwill and other intangibles There were no additions to goodwill for the year ended December 31, 2021 or the nine months ended September 30, 2022. No impairment of goodwill was identified for the year ended December 31, 2021 or the nine months ended September 30, 2022. Intangible assets consisted of the following (in thousands, except years): Schedule of Intangible Assets and Goodwill September 30, 2022 Useful Life Gross Carrying Accumulated Net Carrying Trade Name 5 $ 728 $ (728 ) $ - Customer and hauler relationships 2 8 20,976 (11,502 ) 9,474 Non-competition agreements 3 4 550 (550 ) - Technology 3 3,178 (1,802 ) 1,376 Total finite-lived intangible assets 25,432 (14,582 ) 10,850 Domain Name Indefinite 835 - 835 Total intangible assets $ 26,267 $ (14,582 ) $ 11,685 December 31, 2021 Useful Life Gross Carrying Accumulated Net Carrying Trade Name 5 $ 728 $ (728 ) $ - Customer and hauler relationships 2 8 20,976 (9,582 ) 11,394 Non-competition agreements 3 4 550 (487 ) 63 Technology 3 3,178 (1,307 ) 1,871 Total finite-lived intangible assets 25,432 (12,104 ) 13,328 Domain Name Indefinite 835 - 835 Total intangible assets $ 26,267 $ (12,104 ) $ 14,163 Amortization expense for intangible assets was $ 0.8 0.7 2.5 2.2 Schedule of Finite- Lived Intangible Assets, Future Amortization Expense Fiscal Years Ending December 31, 2022 $ 804 2023 3,220 2024 3,110 2025 2,559 2026 1,157 Total finite-lived intangible assets, net $ 10,850 | Note 6 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, 2021 Useful Life Gross Accumulated Amortization Net Trade Name 5 $ 728 $ (728 ) $ - Customer and hauler relationships 2 8 20,976 (9,582 ) 11,394 Non-competition agreements 3 4 550 (487 ) 63 Technology 3 3,178 (1,307 ) 1,871 25,432 (12,104 ) 13,328 Domain Name Indefinite 835 - 835 $ 26,267 $ (12,104 ) $ 14,163 December 31, 2020 Useful Life Gross Accumulated Amortization Net Trade Name 5 $ 728 $ (719 ) $ 9 Customer and hauler relationships 2 8 20,976 (7,023 ) 13,953 Non-competition agreements 3 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 of these intangible assets for the years ended December 31, 2021 and 2020 was $ 3.0 3.3 Schedule of Finite- Lived Intangible Assets, Future Amortization Expense Fiscal Years Ending December 31, 2022 $ 3,282 2023 3,220 2024 3,110 2025 2,559 2026 1,157 Future amortization of intangible assets $ 13,328 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 carrying amounts of goodwill were as follows (in thousands): Schedule Of Not Deductible For Tax Purposes Balance at January 1, 2020 $ 32,132 Balance at December 31, 2020 $ 32,132 Balance at December 31, 2021 $ 32,132 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | Note 7 Leases The Company leases its office facilities under operating lease agreements expiring through 2031. 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 As of December 31, 2021 2020 Assets Right-of-use assets $ 3,920 $ 3,884 Liabilities Current lease liabilities 1,675 1,412 Non-current lease liabilities 3,770 4,555 Total liabilities $ 5,445 $ 5,967 Lease expense information related to operating leases is as follows (in thousands): Lessee, Operating Lease 2021 2020 Lease expense Operating lease expense $ 1,507 $ 1,479 Short-term lease expense 601 586 Less: Sublease income (802 ) (605 ) Total lease expense $ 1,306 $ 1,460 Lease expenses are included in “General and administrative” expenses on the Company’s consolidated statements of operations. The impact of the Company’s leases on the consolidated statement of cash flows is presented in the operating activities section, which mainly consisted of cash paid for operating lease liabilities of approximately $ 2.0 1.9 As of December 31, 2021 and 2020, operating leases had weighted-average remaining lease terms of approximately 4.6 3.5 11.43 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 on the December 31, 2021 consolidated balance sheet (in thousands). Lessor, Operating Lease, Payment Years Ending December 31, 2022 $ 2,224 2023 2,276 2024 1,228 2025 151 2026 152 Thereafter 732 Total minimum lease payments 6,763 Less: Imputed interest (1,318 ) Total operating lease liabilities $ 5,445 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 $1.9 million over the next three years. |
Members_ equity (deficit)
Members’ equity (deficit) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
Members’ equity (deficit) | Note 8— Stockholders’ (deficit) equity Upon closing of the Mergers on August 15, 2022, as discussed in Note 3, the Company’s capital stock consisted of (i) shares of Class A Common Stock issued as a result of the automatic conversion of Founder Class A Shares on a one-for-one basis, (ii) shares of Class A Common Stock issued to the PIPE Investors, (iii) shares of Class A Common Stock issued to the Blocked Unitholders and (iv) shares of Class V Common Stock issued to the Rubicon Continuing Unitholders. The table set forth below reflects information about the Company’s equity, as of September 30, 2022. The Earn-Out Interests are considered contingently issuable shares and therefore excluded from the number of shares of Class A Common Stock and Class V Common Stock issued and outstanding in the table below. Schedule of Stockholders Equity Authorized Issued Outstanding Class A Common Stock 690,000,000 49,714,239 49,714,239 Class V Common Stock 275,000,000 115,463,646 115,463,646 Preferred Stock 10,000,000 - - Total shares as of September 30, 2022 975,000,000 165,177,885 165,177,885 Each share of Class A Common Stock and Class V Common Stock entitles the holder one vote per share. Only holders of Class A Common Stock have the right to receive dividend distributions. In the event of liquidation, dissolution or winding up of the affairs of the Company, only holders of Class A Common Stock have the right to receive liquidation proceeds, while the holders of Class V Common Stock are entitled to only the par value of their shares. The holders of Class V Common Stock have the right to exchange Class V Common Stock for an equal number of shares of Class A Common Stock. The Company’s board of directors has discretion to determine the rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of preferred stock. | Note 8 Members’ equity (deficit) Schedule of Stockholders Equity Authorized Held by Members as of December 31, as of December 31, 2021 2020 2021 2020 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 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. |
Warrant
Warrant | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Warrant | ||
Warrant | Note 9— Warrants Public Warrants and Private Warrants Company assumed a total of 30,016,875 11.50 15,812,500 14,204,375 In accordance with the guidance contained in ASC 815-40, Derivatives and Hedging – Contracts in an Entity’s Own Equity The Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Warrants. The Warrants became exercisable on September 14, 2022, 30 days after the Closing and no Warrant has been exercised through September 30, 2022. The Warrants will expire five years from the Closing or earlier upon redemption. The Company may redeem the Public Warrants and any Private Warrants no longer held by the initial purchaser thereof or its permitted transferee: - in whole and not in part; - at a price of $ 0.01 - upon not less than 30 days’ prior written notice to each Warrant holder and - if and only if, the last reported price of the Class A Common Stock equals or exceeds $18.00 per share for any 20 trading days within a 30 trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the Warrant holders. The Company determined the initial fair value of its Public Warrants based on the publicly listed trading price as of the valuation date. Accordingly, the Public Warrants are classified as Level 1 financial instruments. As the terms of the Private Warrants are identical to those of the Public Warrants except as otherwise stated above, the Company determined the initial fair value of its Private Warrants based on the publicly listed trading price of the Public Warrants as of the valuation date and have classified the Private Warrants as Level 2 financial instruments. Warrant Liabilities 62,003 0.01 Distinguishing Liabilities from Equity 1.8 1.3 0.5 Pursuant to the Subordinated Term Loan agreement entered on December 22, 2021 (see Note 5), the Company concurrently entered into warrant agreements and issued the Subordinated Term Loan Warrants under the condition that if the Company does not repay the Subordinated Term Loan on or prior to the maturity date, the lender receives right to purchase up to the number of Class A Common Stock worth $2.0 million, 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 Subordinated Term Loan agreement are repaid or the tenth anniversary of the issuance date. Additionally, if the Company does not repay the Subordinated Term Loan on or prior to the maturity date, the Subordinated Term Loan Warrants will be exercisable for additional $0.2 million of Class A Common Stock each additional full calendar month after the maturity date until the Company fully repays the principal and interest in cash. If the Company repays the Subordinated Term Loan on or prior to the maturity date, the Subordinated Term Loan Warrants will automatically terminate and be voided and no Subordinated Term Loan Warrant will be exercisable. Distinguishing Liabilities from Equity 0.1 0.1 See Note 20 regarding the amendment to Subordinated Term Loan Warrants agreements the Company entered into on November 18, 2022. | Note 9 Warrant 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 2021, the Company received $32.5 million from warrant holders in exchange for 1,083,008 Series E preferred units. The following table summarizes equity-classified warrant activity as of and for the years ended December 31, 2021 and 2020: Schedule Of Warrant Activity Number Weighted Average Exercise Price Per Warrant Outstanding January 1, 2020 1,084,725 30.00 Granted - - Exercised - - Expired - - Outstanding - December 31, 2020 1,084,725 30.00 Granted - - Exercised (1,083,008 ) 30.00 Expired (1,717 ) 30.00 Outstanding - December 31, 2021 - $ - Warrant Liabilities 62,003 0.01 Distinguishing Liabilities from Equity 1.3 0.6 Pursuant to the Subordinated Term Loan agreement entered on December 22, 2021 (see Note 4), the Company concurrently 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 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 Subordinated Term Loan agreement are repaid or the tenth anniversary of the issuance date. Distinguishing Liabilities from Equity 0.1 0.1 |
Equity incentive plan
Equity incentive plan | 12 Months Ended |
Dec. 31, 2021 | |
Equity Incentive Plan | |
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 years ended December 31, 2021 and 2020. Incentive units granted in 2021 had a weighted average value of $ 13.40 2.9 4.08 0.7 0.5 0.5 The assumptions used to calculate fair value of incentive units granted for the years ended December 31, 2021 and 2020 are as follows: Schedule Of Fair Value Of Incentive Grants As of December 31, 2021 2020 Expected dividend yield 0.00 % 0.00 % Risk-free interest rate 1.40 % 2.20 % Expected life in years 3.00 3.00 Expected volatility 48.20 % 28.70 % The following represents a summary of the Company’s incentive unit activity and related information for the years ended December 31, 2021 and 2020: Schedule Of Incentive Unit Activity Units Outstanding - January 1, 2020 2,848,050 Granted 176,117 Forfeited/redeemed (6,976 ) Outstanding - December 31, 2020 3,017,191 Granted 214,642 Forfeited/redeemed (147,183 ) Outstanding - December 31, 2021 3,084,650 Vested - December 31, 2021 2,886,439 A summary of nonvested incentive units and changes for the years ended December 31, 2021 and 2020 is as follows: Schedule Of Non vested Incentive Units Units Weighted Average Grant Date Fair Value Nonvested - January 1, 2020 244,964 3.49 Granted 176,117 4.08 Vested (138,659 ) 3.37 Forfeited/redeemed (6,976 ) 4.08 Nonvested - December 31, 2020 275,446 3.91 Granted 214,642 13.40 Vested (144,695 ) 3.75 Forfeited/redeemed (147,183 ) 9.36 Nonvested - December 31, 2021 198,210 $ 10.25 As of December 31, 2021, there was $ 2.0 2.84 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, 2021 and 2020, the Company awarded - 0 203,750 7.2 0.3 |
Employee benefits plan
Employee benefits plan | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Employee benefits plan | Note 11 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 Code. Eligible employees may contribute up to $ 19,500 0.5 0.4 |
Net loss per common unit
Net loss per common unit | 12 Months Ended |
Dec. 31, 2021 | |
Net Loss Per Common Unit | |
Net loss per common unit | Note 12 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, 2021 2020 Net loss attributable to unitholders (in thousands) $ (73,151 ) $ (58,583 ) Weighted-average units used in computing net loss per unit, basic and diluted 33,048,809 32,426,264 Net loss per common and preferred unit, basic and diluted $ (2.21 ) $ (1.81 ) 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 anti-dilutive effect, the warrants described in Note 9 have been excluded from diluted net loss per common unit. |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income taxes | Note 13 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, Deferred tax assets (liabilities): 2021 2020 Allowance for doubtful accounts $ 55 $ 161 Accrued vacation 21 21 Accrued bonuses 137 134 Deferred rent liability 21 - Interest expense limitation 1 1 Lease liability 221 224 Intangible assets (1,831 ) (2,835 ) Net operating losses 2,366 1,523 Capitalized transaction costs 53 59 Right of use asset (206 ) (209 ) Depreciation 11 (54 ) Goodwill (1,027 ) (922 ) Deferred tax liability, net $ (178 ) $ (1,897 ) The provision for income taxes consists of the following (in thousands): Schedule of Components of Income Tax Expense December 31, 2021 2020 Current: Federal $ - $ (437 ) State 50 127 Total current 50 (310 ) Deferred: Federal (1,197 ) (1,100 ) State (523 ) (44 ) Total deferred (1,720 ) (1,144 ) Total income tax expense (benefit) $ (1,670 ) $ (1,454 ) 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, 2021 2020 Statutory U.S. federal tax rate 21.00 % 21.00 % State income taxes (net of federal benefit) 0.50 % -0.11 % Income passed through to Members -19.27 % -18.47 % Permanent differences 0.00 % 0.00 % Other 0.00 % 0.00 % Effective income tax rate 2.23 % 2.42 % On March 27, 2020, the 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 carried back its Federal 2020 tax loss to tax year 2018. The estimated tax benefit for this carryback claim is 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, 2021 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 business combinations 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, 2021 and 2020, the net deferred tax liability on such indefinite-lived assets was $ 1.0 0.9 As of December 31, 2021, the Company has a federal net operating loss carryforward of $ 9.7 |
Commitments and contingencie
Commitments and contingencie | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and contingencie | Note 16— 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 leases its office facilities under operating lease agreements expiring through 2031. 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. 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 on the September 30, 2022 condensed consolidated balance sheet (in thousands). Schedule of operating lease payments Years Ending December 31, 2022 $ 563 2023 2,276 2024 1,228 2025 151 2026 152 Thereafter 732 Total minimum lease payments $ 5,102 Less: Imputed interest (930 ) Total operating lease liabilities $ 4,172 | Note 14— Commitments and contingencie 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. Software subscription The Company entered into a certain software subscription agreement with Palantir Technologies, Inc., including related support and update services on September 22, 2021. The Company subsequently amended the agreement on December 15, 2021. The term of the amended agreement is through December 31, 2024. Pursuant to the agreement, as of December 31, 2021, $17.0 million will become due in the next 12 months and $30.0 million thereafter through October 2024, unless the Company exercises its right to terminate the agreement prior to the closing of the Mergers (as defined in Note 17). |
Related party transactio
Related party transactio | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Related Party Transactions [Abstract] | ||
Related party transactio | Note 17— Related party transactions The Company entered into a certain software subscription agreement with Palantir Technologies, Inc., including related support and update services on September 22, 2021. The Company subsequently amended the agreement on December 15, 2021. The term of the agreement is through December 31, 2024. Pursuant to the agreement, as of September 30, 2022, the Company is committed to pay $ 15.5 | Note 15 Related party transactio Sales to related party investors in the amount of $ 1.6 1.9 0.3 0.2 |
Concentrations
Concentrations | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Risks and Uncertainties [Abstract] | ||
Concentrations | Note 18— Concentrations During the three months ended September 30, 2022 and 2021, the Company had two significant customers that accounted for approximately 24 31 27 29 22 23 | Note 16 Concentrations During the years ended December 31, 2021 and 2020, the Company had two significant customers that accounted for approximately 30 28 23 23 |
Liquidity and pending mergers
Liquidity and pending mergers | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Liquidity and pending mergers | Note 19— Liquidity During the nine months ended September 30, 2022, and in each fiscal year since the Company’s inception, it has incurred losses from operations and generated negative cash flows from operating activities. The Company also has negative working capital and stockholders’ deficit as of September 30, 2022. As of September 30, 2022, cash and cash equivalents totaled $ 4.5 58.7 62.8 60.0 21.2 200.0 36.2 51.0 20.0 The Company currently projects that it will not have sufficient cash on hand or available liquidity under existing arrangements to meet the Company’s projected liquidity needs for the next 12 months. In the absence of additional capital, there is substantial doubt about the Company’s ability to continue as a going concern. To address the Company’s projected liquidity needs for the next 12 months, the Company has negotiated and received a binding commitment for $ 30.0 30.0 The Company believes that the extended maturity of the Revolving Credit Facility and the Financing Commitment along with cash on hand and available under the Revolving Credit Facility, and other cash flows from operations are expected to provide sufficient liquidity to meet the Company’s known liquidity needs for the next 12 months. The Company believes this plan is probable of being achieved and alleviates substantial doubt about the Company’s ability to continue as a going concern. | Note 17 Liquidity and pending mergers During 2021, and in each fiscal year since the Company’s inception, it has incurred losses from operations and generated negative cash flows from operating activities. The Company also has negative working capital and member’s deficit as of December 31, 2021 and 2020 and debt that is maturing in 2022. Management believes that additional capital will be needed to support the Company’s debt and growth. Management plans to refinance its existing debt obligations and fund its future operations, product development, and acquisitions by raising additional capital through debt and equity financing. 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. Pursuant to the Merger Agreement, the newly-formed Ravenclaw Merger Sub LLC (“Merger Sub”), as a wholly-owned subsidiary of FOUN, will merge with and into Rubicon, with Rubicon surviving as a wholly-owned subsidiary of FOUN. As a result of the Mergers, the Company may receive up to $352.7 million of additional cash on its balance sheet assuming no redemptions and $36.7 million in a maximum redemption scenario. In management’s opinion, additional debt or equity financing, combined with extending the Company’s line of credit, 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. |
Mergers
Mergers | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Mergers | Note 3— Mergers As further discussed in Note 1, on August 15, 2022, the Mergers were consummated pursuant to the Merger Agreement. In connection with the Closing, the following occurred in addition to the disclosures in Note 1: - (a) Each then-issued and outstanding Class A ordinary share, par value $ 0.0001 0.0001 each representing a right to acquire one Founder Class A Share for $11.50 (a “Founder Public Warrant”), converted automatically, on a one-for-one basis, into a public warrant of the Company (a “Public Warrant”) that represents a right to acquire one share of Class A Common Stock for $11.50 pursuant to the Warrant Agreement, dated October 14, 2021, by and between Founder and Continental Stock Transfer and Trust Company (as amended, the “Warrant Agreement”), (d) each then-issued and outstanding private placement warrant of Founder, each representing a right to acquire one Founder Class A Share for $11.50 (a “Founder Private Placement Warrant”), converted automatically, on a one-for-one basis, into a private placement warrant of the Company (the “Private Warrant” and together with the Public Warrants, the “Warrants”) that represents a right to acquire one share of Class A Common Stock for $11.50 pursuant to the Warrant Agreement - The Company was issued Class A Units in Holdings LLC (“Class A Units”) and all preferred units, common units, and incentive units of Holdings LLC (including such convertible instruments, the “Rubicon Interests”) outstanding as of immediately prior to the Merger were automatically recapitalized into Class A Units and Class B Units of Holdings LLC (“Class B Units”), as authorized by the Eighth Amended and Restated Limited Liability Company Agreement of Holdings LLC (“A&R LLCA”) that was adopted at the time of the Merger. Following the Blocker Mergers, (a) holders of Rubicon Interests immediately before the Closing, other than the Blocker Companies (the “Blocked Unitholders”), were issued Class B Units (the “Rubicon Continuing Unitholders”), (b) Rubicon Continuing Unitholders were issued a number of shares of Class V Common Stock equal to the number of Class B Units issued to the Rubicon Continuing Unitholders, (c) Blocked Unitholders were issued shares of Class A Common Stock (as a result of the Blocker Mergers), and (d) following the adoption of the equity incentive award plan of Rubicon adopted at the Closing (the “2022 Plan”) and the effectiveness of a registration statement on Form S-8 filed on October 19, 2022, holders of phantom units of Holdings LLC immediately prior to the Closing (“Rubicon Phantom Unitholders”) and those current and former directors, officers and employees of Holdings LLC entitled to certain cash bonuses (the “Rubicon Management Rollover Holders”) are to receive restricted stock units (“RSUs”) and deferred stock units (“DSUs”), and such RSUs and DSUs will vest into shares of Class A Common Stock on February 11, 2023, the date that is 180 days following the Closing. $ 47.6 - Certain investors (the “PIPE Investors”) purchased, and the Company sold to such PIPE Investors an aggregate of 12,100,000 10.00 - Certain investors (the “FPA Sellers”) purchased, and the Company issued and sold to such FPA Sellers, an aggregate of 7,082,616 - The Company (a) caused to be issued to certain investors 880,000 160,000 160,000 - Blocked Unitholders and Rubicon Continuing Unitholders retained aggregate 19,846,916 118,677,880 83.5 - The Company and Holdings LLC entered into the Tax Receivable Agreement with the TRA Holders. See Note 1 for further information. - The Company contributed approximately $ 73.8 28.9 121.0 - The Company incurred $ 67.3 23.1 |
Stockholders_ (deficit) equity
Stockholders’ (deficit) equity | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
Stockholders’ (deficit) equity | Note 8— Stockholders’ (deficit) equity Upon closing of the Mergers on August 15, 2022, as discussed in Note 3, the Company’s capital stock consisted of (i) shares of Class A Common Stock issued as a result of the automatic conversion of Founder Class A Shares on a one-for-one basis, (ii) shares of Class A Common Stock issued to the PIPE Investors, (iii) shares of Class A Common Stock issued to the Blocked Unitholders and (iv) shares of Class V Common Stock issued to the Rubicon Continuing Unitholders. The table set forth below reflects information about the Company’s equity, as of September 30, 2022. The Earn-Out Interests are considered contingently issuable shares and therefore excluded from the number of shares of Class A Common Stock and Class V Common Stock issued and outstanding in the table below. Schedule of Stockholders Equity Authorized Issued Outstanding Class A Common Stock 690,000,000 49,714,239 49,714,239 Class V Common Stock 275,000,000 115,463,646 115,463,646 Preferred Stock 10,000,000 - - Total shares as of September 30, 2022 975,000,000 165,177,885 165,177,885 Each share of Class A Common Stock and Class V Common Stock entitles the holder one vote per share. Only holders of Class A Common Stock have the right to receive dividend distributions. In the event of liquidation, dissolution or winding up of the affairs of the Company, only holders of Class A Common Stock have the right to receive liquidation proceeds, while the holders of Class V Common Stock are entitled to only the par value of their shares. The holders of Class V Common Stock have the right to exchange Class V Common Stock for an equal number of shares of Class A Common Stock. The Company’s board of directors has discretion to determine the rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of preferred stock. | Note 8 Members’ equity (deficit) Schedule of Stockholders Equity Authorized Held by Members as of December 31, as of December 31, 2021 2020 2021 2020 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 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. |
Equity Investment Agreement
Equity Investment Agreement | 9 Months Ended |
Sep. 30, 2022 | |
Equity Investment Agreement | |
Equity Investment Agreement | Note 10— Equity Investment Agreement On May 25, 2022, the Company entered into the Rubicon Equity Investment Agreement with certain investors, whereby, the investors have agreed to advance to the Company up to $8,000,000 and, upon consummation of the Mergers, and in exchange for the advancements, (a) the Company will cause to be issued up to 880,000 Class B Units of the Company and 160,000 shares of Class A Common Stock to the investors and (b) Sponsor will forfeit up to 160,000 shares of Class A Common Stock, in each case subject to actual amounts advanced by the investors. In accordance with the Rubicon Equity Investment Agreement, on May 25, 2022, the Company received $8,000,000 of cash from the investors. Distinguishing Liabilities from Equity 0.8 880,000 160,000 160,000 |
Forward Purchase Agreement
Forward Purchase Agreement | 9 Months Ended |
Sep. 30, 2022 | |
Forward Purchase Agreement | |
Forward Purchase Agreement | Note 11— Forward Purchase Agreement On August 4, 2022, the Company and ACM Seller entered into the Forward Purchase Agreement for an OTC Equity Prepaid Forward Transaction (the “Forward Purchase Transaction”). Pursuant to the terms of the Forward Purchase Agreement, the FPA Sellers intended, but were not obligated, to purchase (a) Founder Class A Shares after the date of the Forward Purchase Agreement from holders of the Founder Class A Shares (other than Founder or affiliates of Founder) who elected to redeem Founder Class A Shares (such purchased Founder Class A Shares, the “Recycled Shares”) pursuant to redemption rights set forth in Founder’s amended and restated memorandum and articles of association (the “Governing Documents”) in connection with the Mergers (such holders, “Redeeming Holders”) and (b) Founder Class A Shares in an issuance from Founder at a price per Founder Class A Share equal to approximately $10.17 per share, the per-share redemption price as set forth in the Governing Documents (such Founder Class A Shares, the “Additional Shares” and, together with the Recycled Shares, the “Subject Shares”). Pursuant to the terms of the FPA Agreement, the aggregate number of Subject Shares could not exceed 15 million shares (the “Maximum Number of Shares”). In addition, the FPA Sellers purchased an additional 1 million Founder Class A Shares from other Redeeming Holders (the “Separate Shares”). The FPA Sellers may not beneficially own greater than 9.9% of the Common Stock on a post-Mergers pro forma basis. Pursuant to the terms of the Forward Purchase Agreement, the FPA Sellers purchased 7,082,616 Founder Class A Shares, which included 6,082,616 Subject Shares and 1,000,000 Separate Shares, at the per-share redemption price prior to the closing of the Mergers, in exchange for the prepayment by Founder of $68.7 million out of the funds in Founder’s trust account that were to be received by the Company at the Closing. The prepayment amount was calculated as (a) the per-share redemption price multiplied by the 6,082,616 Subject Shares, less (b) 50% of the product of the 6,082,616 Subject Shares multiplied by $1.33 (the “Prepayment Shortfall”) and (c) an amount equal to the product of Separate Shares multiplied by the per-share redemption price. The FPA Sellers did not purchase any Additional Shares. From time to time following the Closing, the FPA Sellers, in their discretion, may sell the Subject Shares, the effect of which is to terminate the Forward Purchase Agreement in respect of such Subject Shares sold (the “Terminated Shares”) and repay to the Company a portion of the forward price, in amounts corresponding to the number of shares sold. The Forward Purchase Agreement is to mature on the earlier of (a) the third anniversary of the Closing and (b) the date specified by the FPA Sellers at the FPA Sellers’ discretion after the occurrence of a VWAP Trigger Event (the “FPA Maturity Date”). A VWAP Triggering Event occurs if (i) during the first 90 days following the Closing, the VWAP for 20 trading days during any 30 consecutive trading day period is less than $3.00 per share and (ii) from the 91 st In accordance with ASC 815, Derivatives and Hedging See Note 20 regarding certain subsequent event related to the Forward Purchase Agreement specific to the occurrence of a VWAP Trigger Event. |
Standby Equity Purchase Agreeme
Standby Equity Purchase Agreement | 9 Months Ended |
Sep. 30, 2022 | |
Standby Equity Purchase Agreement | |
Standby Equity Purchase Agreement | Note 12— Standby Equity Purchase Agreement On August 31, 2022, the Company entered into a Standby Equity Purchase Agreement (“SEPA”) with YA II PN, Ltd. (the “Yorkville Investor”). Pursuant to the SEPA, the Company has the right to sell to the Yorkville Investor, from time to time, up to $200.0 million of shares of Class A Common Stock until the earlier of the 36-month anniversary of the SEPA or until the date on which the facility has been fully utilized, subject to certain limitations and conditions set forth in the SEPA, including the requirement that there be an effective registration statement registering such shares and limitations on the volume of shares that may be sold. Shares will be sold to the Yorkville Investor at a price equal to 97% of the lowest daily VWAP of the Class A Common Stock during the three consecutive trading days immediately prior to any notice to sell such securities provided by the Company. The Yorkville Investor may not beneficially own greater than 9.99% of the outstanding shares of Class A Common Stock. 200,000 |
Equity-based compensation
Equity-based compensation | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Equity-based compensation | Note 13— Equity-based compensation 2014 Plan The 2014 Profits Participation Plan and Unit Appreciation Rights Plan (the “2014 Plan”) was a Board-approved plan of Holdings LLC. Under the 2014 Plan, Holdings LLC had 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. As further described in Note 3, upon consummation of the Mergers, all incentive units granted under the 2014 Plan vested and converted into the Class V Common Stock and all phantom units granted under the 2014 Plan converted into RSUs and DSUs which will vest into shares of Class A Common Stock on February 11, 2023. The unrecognized compensation cost related to the 2014 Plan that was remaining at the Closing was recognized as expense as of upon consummation of the Mergers. Incentive Units Management utilized the Black-Scholes-Merton option pricing model to determine the fair value of units issued. There were no incentive units granted during the nine months ended September 30, 2022. Compensation expense for all incentive units awarded to date was recognized over the vesting term of the underlying incentive units. The following represents a summary of the Company’s incentive unit activity and related information during 2022 immediately prior to the consummation of the Mergers: Schedule Of Incentive Unit Activity Units Outstanding - January 1, 2022 3,084,650 Granted - Forfeited (14,499 ) Outstanding – August 15, 2022 3,070,151 Vested – August 15, 2022 3,070,151 A summary of nonvested incentive units and changes during 2022 immediately prior to the consummation of the Mergers follows: Schedule Of Non vested Incentive Units Units Weighted Average Nonvested - January 1, 2022 198,210 $ 10.25 Granted - - Vested (183,711 ) 10.25 Forfeited (14,499 ) - Nonvested – August 15, 2022 - $ - Holdings LLC was authorized to issue phantom units to eligible employees under the terms of the Unit Appreciation Rights Plan. The Company estimated the fair value of the phantom units as of the end of each reporting period and expensed the vested fair market value of each award. The fair value of the phantom units was measured using the same independent valuation assessment as the incentive units. The Company did not award any phantom units during the nine months ended September 30, 2022. At the Closing of the Mergers, all vested and unvested phantom units were exchanged for 970,389 2022 Plan The 2022 Equity Incentive Plan (the “2022 Plan”), which became effective on August 15, 2022 in connection with the Closing, provides for the grant to certain employees, officers, non-employee directors and other services providers of options, stock appreciation rights, RSUs, restricted stock and other stock-based awards, any of which may be performance-based, and for incentive bonuses, which may be paid in cash, Common Stock or a combination thereof, as determined by the Company’s Compensation Committee. Under the 2022 Plan, 29,000,000 2,485,711 The following represents a summary of the Company’s RSU activity and related information during 2022 immediately after the consummation of the Mergers: Schedule of RSUs RSUs Outstanding – August 15, 2022 (prior to the Mergers consummation) - Granted – Phantom Unit exchanges 970,389 Granted – Morris Employment Agreement 4,821,358 Granted – Partial settlement of Management Rollover Consideration 3,561,469 Forfeited - Outstanding – August 15, 2022 (subsequent to the Mergers consummation) 9,353,216 Vested – August 15, 2022 (subsequent to the Mergers consummation) 970,389 The RSUs exchanged for phantom units vested upon the Closing of the Mergers. The remaining RSUs will vest over the requisite services periods ranging from six to thirty-six months from the grant date. The Company recognized $ 90.6 0.8 95.3 3.4 Pursuant to an Employment Agreement with Mr. Nate Morris, the Company’s former Chief Executive Officer, dated February 9, 2021 and amended on April 26, 2022 and August 10, 2022, the Company is obligated to grant Mr. Morris an additional RSU award with a value equal to $ 5.0 Deferred compensation cost recognized during the three months ended September 30, 2022 and 2021 was $ 1.3 0 1.3 0 |
Loss per share
Loss per share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Loss per share | Note 14— Loss per share Basic net loss per share of Class A Common Stock is computed by dividing net loss attributable to the Company by the weighted average number of shares of Class A Common Stock outstanding during the period from August 15, 2022 (the Closing Date) to September 30, 2022. Diluted net loss per share of Class A Common Stock is computed dividing net loss attributable to the Company, adjusted for the assumed exchange of all potentially dilutive securities, by weighted average number of shares of Class A Common Stock outstanding adjusted to give effect to potentially dilutive shares. Prior to the Mergers, the membership structure of Holdings LLC included units which had profit interests. The Company analyzed the calculation of loss per unit for periods prior to the Mergers and determined that it resulted in values that would not be meaningful to the users of these condensed consolidated financial statements. Therefore, net loss per share information has not been presented for periods prior to August 15, 2022. The basic and diluted loss per share for the three and nine months ended September 30, 2022 represent only the period from August 15, 2022 to September 30, 2022. Furthermore, shares of the Company’s Class V Common Stock do not participate in the earnings or losses of the Company and are therefore not participating securities. As such, separate presentation of basic and diluted earnings per share of Class V Common Stock under the two-class method has not been presented. The computation of net loss per share attributable to Rubicon Technologies, Inc. and weighted-average shares of the Company’s Class A Common Stock outstanding for period from August 15, 2022 (the Closing Date) to September 30, 2022 are as follows (amounts in thousands, except for share and per share amounts): Schedule of net loss per share Numerator: Net loss for the period from August 15, 2022 through September 30, 2022 $ (34,741 ) Less: Net loss attributable to non-controlling interests for the period from August 15, 2022 through September 30, 2022 (16,933 ) Net loss for the period from August 15, 2022 through September 30, 2022 attributable to Rubicon Technologies, Inc. – Basic and diluted $ (17,808 ) Denominator: Weighted average shares of Class A Common Stock outstanding – Basic and diluted 48,670,776 Net loss per share attributable to Class A Common Stock – Basic and diluted $ (0.37 ) The Company’s potentially dilutive securities below were excluded from the computation of diluted loss per share as their effect would be anti-dilutive: - 15,812,500 14,204,375 - 1,488,519 - 970,389 540,032 |
Fair value measurements
Fair value measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair value measurements | Note 15— Fair value measurements The following tables summarize the Company’s financial assets and liabilities measured at fair value on recurring basis by level within the fair value hierarchy as of the dates indicated (in thousands): Schedule of assets and liabilities measured at fair value on recurring basis September 30, 2022 Liabilities Level 1 Level 2 Level 3 Forward purchase option derivative - - (8,205 ) Earn-out liabilities - - (7,000 ) Warrant liabilities - - (100 ) Total - - (15,305 ) December 31, 2021 Liabilities Level 1 Level 2 Level 3 Warrant liabilities - - (1,380 ) Deferred compensation – phantom units - - (8,321 ) Total - - (9,701 ) Level 3 Rollfoward Forward purchase option derivative Earn-out liabilities Warrant liabilities Deferred compensation – phantom units Beginning balances - - (1,380 ) (8,321 ) Additions 16,615 (74,100 ) - - Changes in fair value (24,820 ) 67,100 (436 ) (6,783 ) Reclassified to equity - - 1,716 15,104 Ending balances (8,205 ) (7,000 ) (100 ) - The carrying amounts of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and contract assets and liabilities, approximate fair value due to their short-term maturities and are excluded from the fair value table above. The fair value of the forward purchase option derivative was estimated using a Monte-Carlo Simulation in a risk-neutral framework. Specifically, the future stock price is simulated assuming a Geometric Brownian Motion (“GBM”). For each simulated path, the forward purchase value is calculated based on the contractual terms and then discounted at the term-matched risk-free rate. Finally, the value of the forward is calculated as the average present value over all simulated paths. The Company measured the fair value of the forward purchase option derivative as of the Closing Date and September 30, 2022, with the respective fair value adjustments recorded within the accompanying condensed consolidated statement of operations. For the contingent consideration related to the Earn-Out Interests, the fair value was estimated using a Monte-Carlo Simulation in which the fair value was based on the simulated stock price of the Company over the maturity date of the contingent consideration. The key inputs used in the determination of the fair value included current stock price, volatility, and expected term. The Company measured the fair value of the Earn-Out Interests as of the Closing Date and September 30, 2022, with the respective fair value adjustments recorded within the accompanying condensed consolidated statement of operations. |
Liquidity
Liquidity | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Liquidity | Note 19— Liquidity During the nine months ended September 30, 2022, and in each fiscal year since the Company’s inception, it has incurred losses from operations and generated negative cash flows from operating activities. The Company also has negative working capital and stockholders’ deficit as of September 30, 2022. As of September 30, 2022, cash and cash equivalents totaled $ 4.5 58.7 62.8 60.0 21.2 200.0 36.2 51.0 20.0 The Company currently projects that it will not have sufficient cash on hand or available liquidity under existing arrangements to meet the Company’s projected liquidity needs for the next 12 months. In the absence of additional capital, there is substantial doubt about the Company’s ability to continue as a going concern. To address the Company’s projected liquidity needs for the next 12 months, the Company has negotiated and received a binding commitment for $ 30.0 30.0 The Company believes that the extended maturity of the Revolving Credit Facility and the Financing Commitment along with cash on hand and available under the Revolving Credit Facility, and other cash flows from operations are expected to provide sufficient liquidity to meet the Company’s known liquidity needs for the next 12 months. The Company believes this plan is probable of being achieved and alleviates substantial doubt about the Company’s ability to continue as a going concern. | Note 17 Liquidity and pending mergers During 2021, and in each fiscal year since the Company’s inception, it has incurred losses from operations and generated negative cash flows from operating activities. The Company also has negative working capital and member’s deficit as of December 31, 2021 and 2020 and debt that is maturing in 2022. Management believes that additional capital will be needed to support the Company’s debt and growth. Management plans to refinance its existing debt obligations and fund its future operations, product development, and acquisitions by raising additional capital through debt and equity financing. 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. Pursuant to the Merger Agreement, the newly-formed Ravenclaw Merger Sub LLC (“Merger Sub”), as a wholly-owned subsidiary of FOUN, will merge with and into Rubicon, with Rubicon surviving as a wholly-owned subsidiary of FOUN. As a result of the Mergers, the Company may receive up to $352.7 million of additional cash on its balance sheet assuming no redemptions and $36.7 million in a maximum redemption scenario. In management’s opinion, additional debt or equity financing, combined with extending the Company’s line of credit, 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. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended | 8 Months Ended | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Basis of Presentation | Basis of Accounting | |||
Emerging Growth Company | Emerging Growth Company | |||
Use of Estimates | Use of Estimates | Use of Estimates | ||
Cash and Cash Equivalents | Cash and Cash Equivalents | Cash and Cash Equivalents | ||
Net (Loss)/income Per Ordinary Share | Earnings (Loss) Per Share (“EPS”) Diluted income (loss) per share is computed giving effect to all potential weighted-average dilutive shares for the period. The dilutive effect of outstanding awards or financial instruments, if any, is reflected in diluted income (loss) per share by application of the treasury stock method or if converted method, as applicable. Stock awards are excluded from the calculation of diluted EPS in the event they are antidilutive or subject to performance conditions for which the necessary conditions have not been satisfied by the end of the reporting period. See Note 14 for additional information on dilutive securities. Prior to the Mergers, the membership structure of Holdings LLC included units which had liquidation preferences. The Company analyzed the calculation of loss per unit for periods prior to the Mergers and determined that it resulted in values that would not be meaningful to the users of these condensed consolidated financial statements. As a result, loss per share information has not been presented for periods prior to the Mergers on August 15, 2022. | 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 have been excluded from the calculation of diluted net loss per common unit as their effect is anti-dilutive. | ||
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with ASC Topic 740, Accounting for Income Taxes Income Taxes; Interim Reporting ASC Topic 740 prescribes a two-step approach for the recognition and measurement of tax benefits associated with the positions taken or expected to be taken in a tax return that affect amounts reported in the financial statements. The Company has reviewed and will continue to review the conclusions reached regarding uncertain tax positions, which may be subject to review and adjustment at a later date based on ongoing analyses of tax laws, regulations and interpretations thereof. To the extent that the Company’s assessment of the conclusions reached regarding uncertain tax positions changes as a result of the evaluation of new information, such change in estimate will be recorded in the period in which such determination is made. The Company reports income tax-related interest and penalties relating to uncertain tax positions, if applicable, as a component of income tax expense. The Company’s income tax expense (benefit) was $- 0 0.3 (0.0) 1.4 0.1 1.0 (0.0) 2.2 During the nine months ended September 30, 2022, the Company recorded a full valuation allowance against its deferred tax assets. The Company intends to maintain this position until there is sufficient evidence to support the reversal of all or some portion of the allowance. The Company also has certain assets with indefinite lives for which the basis is different for book and tax. In accordance with ASC 740-10-30-18, the deferred tax liability related to these intangible assets cannot be used to offset deferred tax assets when determining the amount of the valuation allowance for deferred tax assets which are not more-likely-than-not to be realized. As a result, the Company is in a net deferred tax liability position of $ 0.2 | Income Taxes The consolidated financial statements include a provision for income taxes related to the RiverRoad Waste Solutions, Inc. (“RiverRoad”), one of Rubicon Technologies, LLC’s subsidiaries which is organized as a C-Corporation. 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, 2021 or 2020, the Company has no | ||
Warrants | Warrants Distinguishing Liabilities from Equity Derivatives and Hedging 0.0001 For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded in liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the liability-classified warrants are recognized in other income (expense) on the consolidated statement of operations. As of September 30, 2022, the Company has both liability-classified and equity-classified warrants outstanding. See Note 9 for further information. | |||
Founder Spac [Member] | ||||
Basis of Presentation | Basis of Presentation The accompanying 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. | Basis of Presentation The accompanying 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. | ||
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 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. | 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 | 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. | 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 had $ 8,999 761,605 no | 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 had $ 761,605 of cash and 0 cash equivalents as of December 31, 2021. | ||
Cash Held in Trust Account | Cash Held in Trust Account On June 30, 2022, and December 31, 2021, the Company has $ 321,264,378 321,015,932 | Cash Held in Trust Account At December 31, 2021, the Company has $ 321,015,932 in cash held in the trust account. | ||
Net (Loss)/income Per Ordinary Share | Net (Loss)/income Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net (loss)/income per ordinary share is calculated by dividing the net (loss)/income by the weighted average of ordinary shares outstanding for the respective period. The Company did not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement in the calculation of diluted (loss)/income per share because their exercise is contingent upon future events and since their inclusion would be antidilutive under the treasury stock method. The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net (loss)/income per share for each class of ordinary shares: Schedule of Earnings Per Share For the For the For the Class B shares outstanding 7,906,250 7,906,250 7,906,250 Class A shares Issued upon IPO 31,625,000 31,625,000 - Net loss available to shareholders $ 240,071 $ 810,422 $ 8,529 Two Class Method For the For the For the Class A Class B Class A Class B Class B Basic and Diluted net loss per share of common stock: Numerator: Allocation of Net loss $ 192,057 $ 48,014 $ 648,338 $ 162,084 $ 8,529 Denominator: Weighted Average Shares outstanding 31,625,000 7,906,250 31,625,000 7,906,250 7,906,250 Basic and diluted net loss per common stock $ (0.01 ) $ (0.01 ) $ (0.02 ) $ (0.02 ) $ (0.00 ) | Net (Loss)/income Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net (loss)/income per ordinary share is calculated by dividing the net (loss)/income by the weighted average of ordinary shares outstanding for the respective period. The Company did not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement in the calculation of diluted (loss)/income per share because their exercise is contingent upon future events and since their inclusion would be antidilutive under the treasury stock method. The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net (loss)/income per share for each class of ordinary shares: For the Class B shares outstanding 7,906,250 Class A shares Issued upon IPO 31,625,000 Proceeds allocated to Class A $ 316,250,000 Class A redemption amount $ 320,993,750 EPS Net (loss)/income $ (915,705 ) Class A accretion to redemption amount $ (4,743,750 ) Net (loss)/ income available to shareholders $ (5,659,455 ) Two Class Method Class A Class B Allocation of Net (loss)/income available to shareholders $ (4,527,564 ) $ (1,131,891 ) Accretion of Class A to redemption value $ 4,743,750 Net (loss)/income $ 216,186 $ (1,131,891 ) Weighted Average Shares outstanding 9,271,586 7,906,250 EPS $ 0.02 $ (0.14 ) | ||
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. | 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 0 amounts accrued for interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. 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. | ||
Warrants | Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The equity-linked warrants, both Public and Private warrants, and rights are considered freestanding and outside the scope of ASC 480 as they are not mandatorily redeemable, are exchanged on a fixed 1:1 ratio and do not obligate the Company to repurchase equity shares. The Company concluded that the warrants are equity classified under ASC 815 as the warrants and rights are indexed in the Company’s Class A common stock. | Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. | ||
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, Derivatives and Hedging. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, Derivatives and Hedging. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. | ||
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 | 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 . The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. | ||
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption All of the 31,625,000 The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit. | Class A Ordinary Shares Subject to Possible Redemption All of the 31,625,000 shares of Class A ordinary shares sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such shares of Class A ordinary shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with our business combination and in connection with certain amendments to the Company’s second amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. Therefore, all Class A ordinary shares have been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit. | ||
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, (“ASC 820”) 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. The investment in Trust account is measured at Level 1 because the amount is invested in US Treasury securities. | 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, (“ASC 820”) 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. The investment in Trust account is measured at Level 1 because the amount is invested in US Treasury securities. | ||
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the Accounting Standards Codification (“ASC”) 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO and were charged to shareholders’ equity upon the completion of the IPO. Offering costs that were charged to stockholders’ equity upon the completion of the IPO amounted to $ 18,158,033 17,393,750 764,283 | Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the Accounting Standards Codification (“ASC”) 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO and were charged to shareholders’ equity upon the completion of the IPO. Offering costs that were charged to stockholders’ equity upon the completion of the IPO amounted to $ 18,158,033 , of which $ 17,393,750 related to underwriting costs and $ 764,283 of other offering costs. | ||
Recently Issued Accounting Standards | 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. |
Nature of operations and summ_2
Nature of operations and summary of significant accounting policies (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Description of Business | Description of Business 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. Rubicon Technologies, Inc. and all subsidiaries are hereafter referred to as “Rubicon” or the “Company.” | Description of Business 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. The operations presented in these consolidated financial statements include the operations of Rubicon Technologies, LLC and subsidiaries for the years ended December 31, 2021 and 2020. Operations for the years ended December 31, 2021 and 2020 were primarily through Rubicon Global, LLC. Rubicon Technologies, LLC and all subsidiaries are hereafter referred to as “Rubicon” or the “Company.” |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation | Principles of Consolidation |
Segments | Segments | Segments |
Basis of Accounting | Basis of Accounting | |
Use of Estimates | Use of Estimates | Use of Estimates |
Revenue Recognition | Revenue Recognition Service Revenue: Service revenues are primarily derived from long-term contracts with waste generator customers including multiple promises delivered through the Company’s digital marketplace platform. The promises include waste removal, consultation services, billing administration and consolidation, cost savings analyses, and vendor procurement and performance management, each of which constitutes an input to the combined service managed through the digital platform. The digital platform and services are highly interdependent, and accordingly, each contractual promise is not considered a distinct performance obligation in the context of the contract and is combined into a single performance obligation. In general, fees are invoiced, 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 the service. The Company invoices for certain services prior to performance. These advance invoices are included in contract liabilities and recognized as revenue in the period service is provided. Service revenues also include software-as-a-service subscription, maintenance, equipment and other professional services, which represent separate performance obligations. Once the performance obligations and the transaction price are determined, including an estimate of any variable consideration, the Company then allocates the transaction price to each performance obligation in the contract using a relative standalone selling price method. The Company determines standalone selling price based on the price at which the good or service is sold separately. Recyclable Commodity Revenue: The Company recognizes recyclable commodity revenue through the purchase and sale of old corrugated cardboard (“OCC”), old newsprint (“ONP”), aluminum, glass, pallets, and other recyclable materials at market prices. The Company purchases recyclable commodities from certain waste generator customers and sells the recyclable materials to recycling and processing facilities. Revenue recognized under these agreements is variable in nature based on the market, type and volume or weight of the materials sold. The amount of revenue recognized is based on commodity prices at the time of sale, which are unknown at contract inception. Fees are billed, and revenue is recognized at a point in time when control is transferred to the recycling and processing facilities. Management reviews contracts and agreements the Company has with its waste generator customers and hauling and recycling partners, and performs an evaluation to consider the most appropriate manner in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“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, software subscriptions, and the purchase and sale of recyclable commodities. Service Revenue: Service revenues are primarily derived from long-term contracts with waste generator customers including multiple promises delivered through the Company’s digital marketplace platform. The promises include waste removal, consultation services, billing administration and consolidation, cost savings analyses, and vendor procurement and performance management, each of which constitutes an input to the combined service managed through the digital platform. The digital platform and services are highly interdependent, and accordingly, each contractual promise is not considered a distinct performance obligation in the context of the contract and is combined into a single performance obligation. In general, fees are invoiced, 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 the service. The Company invoices for certain services prior to performance. These advance invoices are included in contract liabilities and recognized as revenue in the period service is provided. Service revenues also include software-as-a-service subscription, maintenance, equipment and other professional services, which represent separate performance obligations. Once the performance obligations and the transaction price are determined, including an estimate of any variable consideration, the Company then allocates the transaction price to each performance obligation in the contract using a relative standalone selling price method. The Company determines standalone selling price based on the price at which the good or service is sold separately. Recyclable Commodity Revenue: The Company recognizes recyclable commodity revenue through the purchase and sale of old corrugated cardboard (OCC), old newsprint (ONP), aluminum, glass, pallets, and other recyclable materials at market prices. The Company purchases recyclable commodities from certain waste generator customers and sells the recyclable materials to recycling and processing facilities. Revenue recognized under these agreements is variable in nature based on the market, type and volume or weight of the materials sold. The amount of revenue recognized is based on commodity prices at the time of sale, which are unknown at contract inception. Fees are billed, and revenue is recognized at a point in time when control is transferred to the recycling and processing facilities. Management reviews contracts and agreements the Company has with its waste generator customers and hauling and recycling partners and performs an 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 OCC, ONP, aluminum, glass, pallets and other recyclable materials, and any associated transportation fees. The Company recognizes the cost of revenue exclusive of any amortization or depreciation expenses, 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, pallets and other recyclable materials, and any associated transportation fees. The Company recognizes the cost of revenue exclusive of any amortization or depreciation expenses, 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 | Accounts Receivable Accounts receivable consists of trade accounts receivable for services provided to customers. Accounts receivable is stated at the amount the Company expects to collect. The Company maintains an allowance for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. Management considers the following factors when determining the collectability of specific customer accounts: customer credit-worthiness, past transaction history with the customer, current economic industry trends, and changes in customer payment terms. Past-due balances and other higher-risk amounts are reviewed individually for collectability. If the financial condition of the Company’s customers were to deteriorate, adversely affecting their ability to make payments, additional allowances would be required. 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, 2021 and 2020, the allowance for doubtful accounts was $ 8.6 7.1 |
Contract Balances | Contract Balances 62.8 57.0 50.0 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, 2022 and December 31, 2021, the Company had deferred revenue balances of $ 4.5 4.6 4.1 | 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. The changes in contract assets during 2021 and 2020 were follows (in thousands): Schedule Of Contract Assets Balance, January 1, 2020 $ 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 Invoiced to customers in the current period (43,513 ) Changes in estimate related to prior period 156 Estimated accrual related to current period 56,984 Balance, December 31, 2021 $ 56,984 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, 2021, the Company recognized $ 4.0 2.9 |
Accrued Hauler Expenses | Accrued Hauler Expenses | Accrued Hauler Expenses The changes in accrued hauler expenses during 2021 and 2020 were follows (in thousands): Schedule Of Accrued Hauler Expenses Balance, January 1, 2020 $ 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 Invoiced by vendors in the current period (37,726 ) Changes in estimate related to prior period 297 Estimated accrual related to current period 49,607 Balance, December 31, 2021 $ 49,607 |
Fair Value Measurements | Fair Value Measurements | 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 Lives used for depreciation calculations are as follows: Live Used For Depreciation Computers, equipment and software 3 5 Furniture and fixtures 3 5 Customer equipment 3 10 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 the Company’s other long-lived assets, 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. | |
Deferred Offering Costs | Deferred Offering Costs 1.1 0 | |
Advertising | Advertising 1.5 2.1 | |
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 years ended December 31, 2021 and 2020, the Company considered the impacts of the 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 of Long-Lived Assets | Impairment of Long-Lived Assets | |
Debt Issuance Costs | Debt Issuance Costs | |
Customer Acquisition Costs | Customer Acquisition Costs | Customer Acquisition Costs 0 0.5 2.5 1.5 |
Earnings (Loss) Per Share (“EPS”) | Earnings (Loss) Per Share (“EPS”) Diluted income (loss) per share is computed giving effect to all potential weighted-average dilutive shares for the period. The dilutive effect of outstanding awards or financial instruments, if any, is reflected in diluted income (loss) per share by application of the treasury stock method or if converted method, as applicable. Stock awards are excluded from the calculation of diluted EPS in the event they are antidilutive or subject to performance conditions for which the necessary conditions have not been satisfied by the end of the reporting period. See Note 14 for additional information on dilutive securities. Prior to the Mergers, the membership structure of Holdings LLC included units which had liquidation preferences. The Company analyzed the calculation of loss per unit for periods prior to the Mergers and determined that it resulted in values that would not be meaningful to the users of these condensed consolidated financial statements. As a result, loss per share information has not been presented for periods prior to the Mergers on August 15, 2022. | 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 have been excluded from the calculation of diluted net loss per common unit as their effect is anti-dilutive. |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with ASC Topic 740, Accounting for Income Taxes Income Taxes; Interim Reporting ASC Topic 740 prescribes a two-step approach for the recognition and measurement of tax benefits associated with the positions taken or expected to be taken in a tax return that affect amounts reported in the financial statements. The Company has reviewed and will continue to review the conclusions reached regarding uncertain tax positions, which may be subject to review and adjustment at a later date based on ongoing analyses of tax laws, regulations and interpretations thereof. To the extent that the Company’s assessment of the conclusions reached regarding uncertain tax positions changes as a result of the evaluation of new information, such change in estimate will be recorded in the period in which such determination is made. The Company reports income tax-related interest and penalties relating to uncertain tax positions, if applicable, as a component of income tax expense. The Company’s income tax expense (benefit) was $- 0 0.3 (0.0) 1.4 0.1 1.0 (0.0) 2.2 During the nine months ended September 30, 2022, the Company recorded a full valuation allowance against its deferred tax assets. The Company intends to maintain this position until there is sufficient evidence to support the reversal of all or some portion of the allowance. The Company also has certain assets with indefinite lives for which the basis is different for book and tax. In accordance with ASC 740-10-30-18, the deferred tax liability related to these intangible assets cannot be used to offset deferred tax assets when determining the amount of the valuation allowance for deferred tax assets which are not more-likely-than-not to be realized. As a result, the Company is in a net deferred tax liability position of $ 0.2 | Income Taxes The consolidated financial statements include a provision for income taxes related to the RiverRoad Waste Solutions, Inc. (“RiverRoad”), one of Rubicon Technologies, LLC’s subsidiaries which is organized as a C-Corporation. 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, 2021 or 2020, the Company has no |
Mergers | Mergers In connection with the Mergers, the Company was reorganized into an Up-C structure, in which substantially all of the assets and business of the Company are held by Rubicon Technologies Holdings, LLC and continue to operate through Rubicon Technologies Holdings, LLC and its subsidiaries, and Rubicon Technologies, Inc.’s material assets are the equity interests of Rubicon Technologies Holdings, LLC indirectly held by it. Pursuant to the Merger Agreement, the Mergers were accounted for as a reverse recapitalization in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) (the “Reverse Recapitalization”). Under this method of accounting, Founder was treated as the acquired company and Holdings LLC was treated as the acquirer for financial reporting purposes. Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of Holdings LLC issuing stock for the net assets of Founder, accompanied by a recapitalization. Thus, these condensed consolidated financial statements reflect (i) the historical operating results of Holdings LLC prior to the Mergers; (ii) the results of Rubicon Technologies, Inc. following the Mergers; and (iii) the acquired assets and liabilities of Founder stated at historical cost, with no goodwill or other intangible assets recorded. See Note 3 for further information regarding the Mergers. | |
Emerging Growth Company | Emerging Growth Company | |
Offering Costs | Offering Costs 0 1.1 67.3 23.1 44.2 | |
Warrants | Warrants Distinguishing Liabilities from Equity Derivatives and Hedging 0.0001 For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded in liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the liability-classified warrants are recognized in other income (expense) on the consolidated statement of operations. As of September 30, 2022, the Company has both liability-classified and equity-classified warrants outstanding. See Note 9 for further information. | |
Earn-out Liabilities | Earn-out Liabilities 1,488,519 8,900,840 0.0001 (1) 50% of the Earn-Out Interests if the volume weighted average price (the “VWAP”) of the Class A Common Stock equals or exceeds $14.00 per share (as adjusted for stock splits, stock dividends, reorganizations, and recapitalizations) for twenty (20) of thirty (30) consecutive trading days during the Earn-Out Period; and (2) 50% of the Earn-Out Interests if the VWAP of the Class A Common Stock equals or exceeds $16.00 per share (as adjusted for stock splits, stock dividends, reorganizations, and recapitalizations) for twenty (20) of any thirty (30) consecutive trading days during the Earn-Out Period. Earn-Out Interests are classified as liability transactions at initial issuance which offset against additional paid-in capital as of the Closing. At each period end, Earn-Out Interests are remeasured to their fair value with the changes during that period recognized in other income (expense) on the consolidated statement of operations. Upon issuance and release of the shares after each Earn-Out Condition is met, the related Earn-Out Interests will be remeasured to their fair value at that time with the changes recognized in other income (expense), and such Earn-Out Interests will be reclassed to stockholders’ equity (deficit) on the consolidated balance sheet. As of the Closing Date, the Earn-Out Interests had a fair value of $74.1 million. As of September 30, 2022, the Earn-out Interests had a fair value of $ 7.0 67.1 | |
Noncontrolling Interest | Noncontrolling Interest Upon completion of the Mergers, Rubicon Technologies, Inc. issued an aggregate 118,667,880 The financial results of Holdings LLC were consolidated into Rubicon Technologies, Inc. and 70.5% of Holdings LLC’s net loss during the period of August 15, 2022, the Closing Date, through September 30, 2022 was allocated to noncontrolling interests (“NCI”). | |
Tax Receivable Agreement Obligation | Tax Receivable Agreement Obligation The Company accounts for the effects of these increases in tax basis and associated payments under the TRAs if and when exchanges occur as follows: a. recognizes a contingent liability for the TRA obligation when it is deemed probable and estimable, with a corresponding adjustment to additional paid-in-capital, based on the estimate of the aggregate amount that the Company will pay; b. records an increase in deferred tax assets for the estimated income tax effects of the increases in tax basis based on enacted federal and state tax rates at the date of the exchange; c. to the extent the Company estimates that the full benefit represented by the deferred tax asset will not be fully realized based on an analysis that will consider, among other things, the expectation of future earnings, the Company reduces the deferred tax asset with a valuation allowance; and d. the effects of changes in any of the estimates and subsequent changes in the enacted tax rates after the initial recognition will be included in the Company’s net loss. As of September 30, 2022, no TRA liability was recorded based on current projections of the Company’s future taxable income taking into consideration the Company’s full valuation allowance against its deferred tax asset. | |
Derivative Financial Instruments | Derivative Financial Instruments | |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for nonemployee stock-based transactions using the fair value of the consideration received (i.e., the value of the goods or services) or the fair value of the equity instruments issued, whichever is more reliably measurable. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended | 8 Months Ended | 9 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2022 | |
Schedule of Earnings Per Share | Schedule of net loss per share Numerator: Net loss for the period from August 15, 2022 through September 30, 2022 $ (34,741 ) Less: Net loss attributable to non-controlling interests for the period from August 15, 2022 through September 30, 2022 (16,933 ) Net loss for the period from August 15, 2022 through September 30, 2022 attributable to Rubicon Technologies, Inc. – Basic and diluted $ (17,808 ) Denominator: Weighted average shares of Class A Common Stock outstanding – Basic and diluted 48,670,776 Net loss per share attributable to Class A Common Stock – Basic and diluted $ (0.37 ) | ||
Founder Spac [Member] | |||
Schedule of Earnings Per Share | Schedule of Earnings Per Share For the For the For the Class B shares outstanding 7,906,250 7,906,250 7,906,250 Class A shares Issued upon IPO 31,625,000 31,625,000 - Net loss available to shareholders $ 240,071 $ 810,422 $ 8,529 Two Class Method For the For the For the Class A Class B Class A Class B Class B Basic and Diluted net loss per share of common stock: Numerator: Allocation of Net loss $ 192,057 $ 48,014 $ 648,338 $ 162,084 $ 8,529 Denominator: Weighted Average Shares outstanding 31,625,000 7,906,250 31,625,000 7,906,250 7,906,250 Basic and diluted net loss per common stock $ (0.01 ) $ (0.01 ) $ (0.02 ) $ (0.02 ) $ (0.00 ) | For the Class B shares outstanding 7,906,250 Class A shares Issued upon IPO 31,625,000 Proceeds allocated to Class A $ 316,250,000 Class A redemption amount $ 320,993,750 EPS Net (loss)/income $ (915,705 ) Class A accretion to redemption amount $ (4,743,750 ) Net (loss)/ income available to shareholders $ (5,659,455 ) Two Class Method Class A Class B Allocation of Net (loss)/income available to shareholders $ (4,527,564 ) $ (1,131,891 ) Accretion of Class A to redemption value $ 4,743,750 Net (loss)/income $ 216,186 $ (1,131,891 ) Weighted Average Shares outstanding 9,271,586 7,906,250 EPS $ 0.02 $ (0.14 ) |
Class A Ordinary Shares Subje_3
Class A Ordinary Shares Subject to Possible Redemptio (Tables) | 6 Months Ended | 8 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Founder Spac [Member] | ||
Schedule of subject to possible redemption reflected in the balance sheet | Schedule of shares subject to possible redemption Gross Proceeds $ 316,250,000 Less: Class A ordinary shares issuance costs (18,057,563 ) Add: Remeasurement of carrying value to redemption value 22,801,313 Class A ordinary shares subject to possible redemption $ 320,993,750 | Schedule of subject to possible redemption reflected in the balance sheet Gross Proceeds $ 316,250,000 Less: Class A ordinary shares issuance costs (18,057,563 ) Add: Remeasurement of carrying value to redemption value 22,801,313 Class A ordinary shares subject to possible redemption $ 320,993,750 |
CLASS A ORDINARY SHARES SUBJE_4
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION (Tables) | 6 Months Ended | 8 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Founder Spac [Member] | ||
Schedule of shares subject to possible redemption | Schedule of shares subject to possible redemption Gross Proceeds $ 316,250,000 Less: Class A ordinary shares issuance costs (18,057,563 ) Add: Remeasurement of carrying value to redemption value 22,801,313 Class A ordinary shares subject to possible redemption $ 320,993,750 | Schedule of subject to possible redemption reflected in the balance sheet Gross Proceeds $ 316,250,000 Less: Class A ordinary shares issuance costs (18,057,563 ) Add: Remeasurement of carrying value to redemption value 22,801,313 Class A ordinary shares subject to possible redemption $ 320,993,750 |
Nature of operations and summ_3
Nature of operations and summary of significant accounting policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule Of Contract Assets | Schedule Of Contract Assets Balance, January 1, 2020 $ 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 Invoiced to customers in the current period (43,513 ) Changes in estimate related to prior period 156 Estimated accrual related to current period 56,984 Balance, December 31, 2021 $ 56,984 |
Schedule Of Accrued Hauler Expenses | Schedule Of Accrued Hauler Expenses Balance, January 1, 2020 $ 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 Invoiced by vendors in the current period (37,726 ) Changes in estimate related to prior period 297 Estimated accrual related to current period 49,607 Balance, December 31, 2021 $ 49,607 |
Live Used For Depreciation | Live Used For Depreciation Computers, equipment and software 3 5 Furniture and fixtures 3 5 Customer equipment 3 10 Leasehold improvements Lesser of useful life or remaining lease term |
Property and equipment (Tables)
Property and equipment (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Schedule of propertyand equipment | Schedule of propertyand equipment September 30, 2022 December 31, Computers, equipment and software $ 3,668 $ 2,968 Customer equipment 1,380 1,122 Furniture and fixtures 1,699 1,570 Leasehold improvements 3,771 3,769 Total property and equipment 10,518 9,429 Less accumulated depreciation and amortization (7,777 ) (6,818 ) Total property and equipment, net $ 2,741 $ 2,611 | Property, Plant and Equipment 2021 2020 Computers, equipment and software $ 2,968 $ 2,431 Customer equipment 1,122 913 Furniture and fixtures 1,570 1,130 Leasehold improvements 3,769 3,020 9,429 7,494 Less accumulated amortization and depreciation (6,818 ) (5,205 ) Property and equipment, net $ 2,611 $ 2,289 |
Debt (Tables)
Debt (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | ||
Schedule of components of long-term debt | Schedule of components of long-term debt September 30, 2022 December 31, Term loan balance $ 72,500 $ 77,000 Less unamortized loan origination costs (2,957 ) (3,334 ) Total borrowed 69,543 73,666 Less short-term loan balance - (22,666 ) Long-term loan balance $ 69,543 $ 51,000 | Schedule Of Components Of Debt As of December 31, 2021 2020 Term loan balance $ 77,000 $ 48,524 Less unamortized loan origination costs (3,334 ) (820 ) Total borrowed 73,666 47,704 Less short-term loan balance (22,666 ) (680 ) Long-term loan balance $ 51,000 $ 47,024 |
Schedule of maturities of long-term debt | Schedule of maturities of long-term debt Fiscal Years Ending December 31, 2022 $ 1,500 2023 71,000 Total $ 72,500 | Schedule of Maturities of Long-term Debt Fiscal Years Ending December 31, 2022 $ 26,000 2023 6,000 2024 45,000 Total $ 77,000 |
Accrued expenses (Tables)
Accrued expenses (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Payables and Accruals [Abstract] | ||
Schedule of Accrued expenses | Schedule of Accrued expenses September 30, 2022 December 31, Accrued hauler expenses $ 55,773 $ 49,607 Accrued compensation 57,632 9,656 Accrued income taxes - 3 Accrued Mergers transaction expenses 44,235 - Other accrued expenses 4,788 6,272 Total accrued expenses $ 162,428 $ 65,538 | Schedule of Accounts Payable and Accrued Liabilities 2021 2020 Accrued hauler expenses $ 49,607 $ 37,429 Accrued compensation 9,656 8,783 Accrued income taxes 3 61 Other accrued expenses 6,272 2,717 $ 65,538 $ 48,990 |
Goodwill and other intangibles
Goodwill and other intangibles (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Schedule of Intangible Assets and Goodwill | Schedule of Intangible Assets and Goodwill September 30, 2022 Useful Life Gross Carrying Accumulated Net Carrying Trade Name 5 $ 728 $ (728 ) $ - Customer and hauler relationships 2 8 20,976 (11,502 ) 9,474 Non-competition agreements 3 4 550 (550 ) - Technology 3 3,178 (1,802 ) 1,376 Total finite-lived intangible assets 25,432 (14,582 ) 10,850 Domain Name Indefinite 835 - 835 Total intangible assets $ 26,267 $ (14,582 ) $ 11,685 December 31, 2021 Useful Life Gross Carrying Accumulated Net Carrying Trade Name 5 $ 728 $ (728 ) $ - Customer and hauler relationships 2 8 20,976 (9,582 ) 11,394 Non-competition agreements 3 4 550 (487 ) 63 Technology 3 3,178 (1,307 ) 1,871 Total finite-lived intangible assets 25,432 (12,104 ) 13,328 Domain Name Indefinite 835 - 835 Total intangible assets $ 26,267 $ (12,104 ) $ 14,163 | Schedule of Intangible Assets and Goodwill December 31, 2021 Useful Life Gross Accumulated Amortization Net Trade Name 5 $ 728 $ (728 ) $ - Customer and hauler relationships 2 8 20,976 (9,582 ) 11,394 Non-competition agreements 3 4 550 (487 ) 63 Technology 3 3,178 (1,307 ) 1,871 25,432 (12,104 ) 13,328 Domain Name Indefinite 835 - 835 $ 26,267 $ (12,104 ) $ 14,163 December 31, 2020 Useful Life Gross Accumulated Amortization Net Trade Name 5 $ 728 $ (719 ) $ 9 Customer and hauler relationships 2 8 20,976 (7,023 ) 13,953 Non-competition agreements 3 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 |
Schedule of Finite- Lived Intangible Assets, Future Amortization Expense | Schedule of Finite- Lived Intangible Assets, Future Amortization Expense Fiscal Years Ending December 31, 2022 $ 804 2023 3,220 2024 3,110 2025 2,559 2026 1,157 Total finite-lived intangible assets, net $ 10,850 | Schedule of Finite- Lived Intangible Assets, Future Amortization Expense Fiscal Years Ending December 31, 2022 $ 3,282 2023 3,220 2024 3,110 2025 2,559 2026 1,157 Future amortization of intangible assets $ 13,328 |
Schedule Of Not Deductible For Tax Purposes | Schedule Of Not Deductible For Tax Purposes Balance at January 1, 2020 $ 32,132 Balance at December 31, 2020 $ 32,132 Balance at December 31, 2021 $ 32,132 |
Leases (Tables)
Leases (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Lessee, Operating Lease, Disclosure | Lessee, Operating Lease, Disclosure As of December 31, 2021 2020 Assets Right-of-use assets $ 3,920 $ 3,884 Liabilities Current lease liabilities 1,675 1,412 Non-current lease liabilities 3,770 4,555 Total liabilities $ 5,445 $ 5,967 | |
Lessee, Operating Lease | Schedule of operating lease payments Years Ending December 31, 2022 $ 563 2023 2,276 2024 1,228 2025 151 2026 152 Thereafter 732 Total minimum lease payments $ 5,102 Less: Imputed interest (930 ) Total operating lease liabilities $ 4,172 | Lessee, Operating Lease 2021 2020 Lease expense Operating lease expense $ 1,507 $ 1,479 Short-term lease expense 601 586 Less: Sublease income (802 ) (605 ) Total lease expense $ 1,306 $ 1,460 |
Lessor, Operating Lease, Payment | Lessor, Operating Lease, Payment Years Ending December 31, 2022 $ 2,224 2023 2,276 2024 1,228 2025 151 2026 152 Thereafter 732 Total minimum lease payments 6,763 Less: Imputed interest (1,318 ) Total operating lease liabilities $ 5,445 |
Members_ equity (deficit) (Tabl
Members’ equity (deficit) (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
Schedule of Stockholders Equity | Schedule of Stockholders Equity Authorized Issued Outstanding Class A Common Stock 690,000,000 49,714,239 49,714,239 Class V Common Stock 275,000,000 115,463,646 115,463,646 Preferred Stock 10,000,000 - - Total shares as of September 30, 2022 975,000,000 165,177,885 165,177,885 | Schedule of Stockholders Equity Authorized Held by Members as of December 31, as of December 31, 2021 2020 2021 2020 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 |
Warrant (Tables)
Warrant (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Warrant | |
Schedule Of Warrant Activity | Schedule Of Warrant Activity Number Weighted Average Exercise Price Per Warrant Outstanding January 1, 2020 1,084,725 30.00 Granted - - Exercised - - Expired - - Outstanding - December 31, 2020 1,084,725 30.00 Granted - - Exercised (1,083,008 ) 30.00 Expired (1,717 ) 30.00 Outstanding - December 31, 2021 - $ - |
Equity incentive plan (Tables)
Equity incentive plan (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Equity Incentive Plan | ||
Schedule Of Fair Value Of Incentive Grants | Schedule Of Fair Value Of Incentive Grants As of December 31, 2021 2020 Expected dividend yield 0.00 % 0.00 % Risk-free interest rate 1.40 % 2.20 % Expected life in years 3.00 3.00 Expected volatility 48.20 % 28.70 % | |
Schedule Of Incentive Unit Activity | Schedule Of Incentive Unit Activity Units Outstanding - January 1, 2022 3,084,650 Granted - Forfeited (14,499 ) Outstanding – August 15, 2022 3,070,151 Vested – August 15, 2022 3,070,151 | Schedule Of Incentive Unit Activity Units Outstanding - January 1, 2020 2,848,050 Granted 176,117 Forfeited/redeemed (6,976 ) Outstanding - December 31, 2020 3,017,191 Granted 214,642 Forfeited/redeemed (147,183 ) Outstanding - December 31, 2021 3,084,650 Vested - December 31, 2021 2,886,439 |
Schedule Of Non vested Incentive Units | Schedule Of Non vested Incentive Units Units Weighted Average Nonvested - January 1, 2022 198,210 $ 10.25 Granted - - Vested (183,711 ) 10.25 Forfeited (14,499 ) - Nonvested – August 15, 2022 - $ - | Schedule Of Non vested Incentive Units Units Weighted Average Grant Date Fair Value Nonvested - January 1, 2020 244,964 3.49 Granted 176,117 4.08 Vested (138,659 ) 3.37 Forfeited/redeemed (6,976 ) 4.08 Nonvested - December 31, 2020 275,446 3.91 Granted 214,642 13.40 Vested (144,695 ) 3.75 Forfeited/redeemed (147,183 ) 9.36 Nonvested - December 31, 2021 198,210 $ 10.25 |
Net loss per common unit (Table
Net loss per common unit (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Net Loss Per Common Unit | |
Schedule of Earnings Per Share, Basic and Diluted | Schedule of Earnings Per Share, Basic and Diluted Year ended December 31, 2021 2020 Net loss attributable to unitholders (in thousands) $ (73,151 ) $ (58,583 ) Weighted-average units used in computing net loss per unit, basic and diluted 33,048,809 32,426,264 Net loss per common and preferred unit, basic and diluted $ (2.21 ) $ (1.81 ) |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities | Schedule of Deferred Tax Assets and Liabilities December 31, Deferred tax assets (liabilities): 2021 2020 Allowance for doubtful accounts $ 55 $ 161 Accrued vacation 21 21 Accrued bonuses 137 134 Deferred rent liability 21 - Interest expense limitation 1 1 Lease liability 221 224 Intangible assets (1,831 ) (2,835 ) Net operating losses 2,366 1,523 Capitalized transaction costs 53 59 Right of use asset (206 ) (209 ) Depreciation 11 (54 ) Goodwill (1,027 ) (922 ) Deferred tax liability, net $ (178 ) $ (1,897 ) |
Schedule of Components of Income Tax Expense | Schedule of Components of Income Tax Expense December 31, 2021 2020 Current: Federal $ - $ (437 ) State 50 127 Total current 50 (310 ) Deferred: Federal (1,197 ) (1,100 ) State (523 ) (44 ) Total deferred (1,720 ) (1,144 ) Total income tax expense (benefit) $ (1,670 ) $ (1,454 ) |
Schedule of Effective Income Tax Rate Reconciliation | Schedule of Effective Income Tax Rate Reconciliation December 31, 2021 2020 Statutory U.S. federal tax rate 21.00 % 21.00 % State income taxes (net of federal benefit) 0.50 % -0.11 % Income passed through to Members -19.27 % -18.47 % Permanent differences 0.00 % 0.00 % Other 0.00 % 0.00 % Effective income tax rate 2.23 % 2.42 % |
Stockholders_ (deficit) equity
Stockholders’ (deficit) equity (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
Schedule of Stockholders Equity | Schedule of Stockholders Equity Authorized Issued Outstanding Class A Common Stock 690,000,000 49,714,239 49,714,239 Class V Common Stock 275,000,000 115,463,646 115,463,646 Preferred Stock 10,000,000 - - Total shares as of September 30, 2022 975,000,000 165,177,885 165,177,885 | Schedule of Stockholders Equity Authorized Held by Members as of December 31, as of December 31, 2021 2020 2021 2020 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 |
Equity-based compensation (Tabl
Equity-based compensation (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
Schedule Of Incentive Unit Activity | Schedule Of Incentive Unit Activity Units Outstanding - January 1, 2022 3,084,650 Granted - Forfeited (14,499 ) Outstanding – August 15, 2022 3,070,151 Vested – August 15, 2022 3,070,151 | Schedule Of Incentive Unit Activity Units Outstanding - January 1, 2020 2,848,050 Granted 176,117 Forfeited/redeemed (6,976 ) Outstanding - December 31, 2020 3,017,191 Granted 214,642 Forfeited/redeemed (147,183 ) Outstanding - December 31, 2021 3,084,650 Vested - December 31, 2021 2,886,439 |
Schedule Of Non vested Incentive Units | Schedule Of Non vested Incentive Units Units Weighted Average Nonvested - January 1, 2022 198,210 $ 10.25 Granted - - Vested (183,711 ) 10.25 Forfeited (14,499 ) - Nonvested – August 15, 2022 - $ - | Schedule Of Non vested Incentive Units Units Weighted Average Grant Date Fair Value Nonvested - January 1, 2020 244,964 3.49 Granted 176,117 4.08 Vested (138,659 ) 3.37 Forfeited/redeemed (6,976 ) 4.08 Nonvested - December 31, 2020 275,446 3.91 Granted 214,642 13.40 Vested (144,695 ) 3.75 Forfeited/redeemed (147,183 ) 9.36 Nonvested - December 31, 2021 198,210 $ 10.25 |
Schedule of RSUs | Schedule of RSUs RSUs Outstanding – August 15, 2022 (prior to the Mergers consummation) - Granted – Phantom Unit exchanges 970,389 Granted – Morris Employment Agreement 4,821,358 Granted – Partial settlement of Management Rollover Consideration 3,561,469 Forfeited - Outstanding – August 15, 2022 (subsequent to the Mergers consummation) 9,353,216 Vested – August 15, 2022 (subsequent to the Mergers consummation) 970,389 |
Loss per share (Tables)
Loss per share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of net loss per share | Schedule of net loss per share Numerator: Net loss for the period from August 15, 2022 through September 30, 2022 $ (34,741 ) Less: Net loss attributable to non-controlling interests for the period from August 15, 2022 through September 30, 2022 (16,933 ) Net loss for the period from August 15, 2022 through September 30, 2022 attributable to Rubicon Technologies, Inc. – Basic and diluted $ (17,808 ) Denominator: Weighted average shares of Class A Common Stock outstanding – Basic and diluted 48,670,776 Net loss per share attributable to Class A Common Stock – Basic and diluted $ (0.37 ) |
Fair value measurements (Tables
Fair value measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of assets and liabilities measured at fair value on recurring basis | Schedule of assets and liabilities measured at fair value on recurring basis September 30, 2022 Liabilities Level 1 Level 2 Level 3 Forward purchase option derivative - - (8,205 ) Earn-out liabilities - - (7,000 ) Warrant liabilities - - (100 ) Total - - (15,305 ) December 31, 2021 Liabilities Level 1 Level 2 Level 3 Warrant liabilities - - (1,380 ) Deferred compensation – phantom units - - (8,321 ) Total - - (9,701 ) Level 3 Rollfoward Forward purchase option derivative Earn-out liabilities Warrant liabilities Deferred compensation – phantom units Beginning balances - - (1,380 ) (8,321 ) Additions 16,615 (74,100 ) - - Changes in fair value (24,820 ) 67,100 (436 ) (6,783 ) Reclassified to equity - - 1,716 15,104 Ending balances (8,205 ) (7,000 ) (100 ) - |
Commitments and contingencies (
Commitments and contingencies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Schedule of operating lease payments | Schedule of operating lease payments Years Ending December 31, 2022 $ 563 2023 2,276 2024 1,228 2025 151 2026 152 Thereafter 732 Total minimum lease payments $ 5,102 Less: Imputed interest (930 ) Total operating lease liabilities $ 4,172 | Lessee, Operating Lease 2021 2020 Lease expense Operating lease expense $ 1,507 $ 1,479 Short-term lease expense 601 586 Less: Sublease income (802 ) (605 ) Total lease expense $ 1,306 $ 1,460 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | 8 Months Ended | 12 Months Ended | ||||
Oct. 19, 2021 | Aug. 17, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Sep. 30, 2022 | Dec. 31, 2020 | |
Cash and Cash Equivalents, at Carrying Value | $ 10,617,000 | $ 10,617,000 | $ 4,464,000 | $ 6,021,000 | ||||
Offering cost paid by sponsor | 25,000 | |||||||
General working capital | 2,603,980 | 2,603,980 | ||||||
Cash | $ 8,999 | |||||||
Founder Spac [Member] | ||||||||
Sale of units per share | $ 10.15 | |||||||
Transaction costs | $ 18,158,033 | 18,158,033 | ||||||
Underwriting fees | 6,325,000 | |||||||
Deferred underwriting fees | 11,068,750 | |||||||
Other Offering costs | 764,283 | 764,283 | ||||||
Cash placed in a trust account | 2,603,980 | |||||||
Proceeds from Initial Public Offering | $ 320,993,750 | 316,250,000 | 316,250,000 | 316,250,000 | ||||
Business Combination, minimum amount of net tangible assets | 5,000,001 | 5,000,001 | 5,000,001 | |||||
Tax obligation, maximum amount | 100,000 | 100,000 | 100,000 | |||||
Cash and Cash Equivalents, at Carrying Value | 761,605 | 761,605 | ||||||
Working capital | 271,333 | 1,074,447 | 1,074,447 | |||||
Offering cost paid by sponsor | $ 25,000 | |||||||
General working capital | 2,603,980 | |||||||
Remaining working capital | 8,999 | 761,605 | 761,605 | |||||
Cash | $ 8,999 | 761,605 | $ 761,605 | |||||
IPO [Member] | Founder Spac [Member] | ||||||||
Sale of units in initial public offering | 31,625,000 | 31,625,000 | ||||||
Sale of units per share | $ 10 | $ 10 | ||||||
Sale of units in initial public offering aggragate amount | $ 316,250,000 | $ 316,250,000 | ||||||
Proceeds from Initial Public Offering | $ 6,325,000 | $ 6,325,000 | ||||||
IPO [Member] | Founder Spac [Member] | Common Class A [Member] | ||||||||
Sale of units in initial public offering | 27,500,000 | |||||||
Over-Allotment Option [Member] | Founder Spac [Member] | ||||||||
Sale of units in initial public offering | 4,125,000 | 4,125,000 | 4,125,000 | |||||
Private Placement [Member] | Founder Spac [Member] | ||||||||
Sale of units in initial public offering | 14,204,375 | |||||||
Sale of units per share | $ 1 | |||||||
Sale of units in initial public offering aggragate amount | $ 14,204,375 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 2 Months Ended | 3 Months Ended | 6 Months Ended | 8 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Jun. 30, 2021 | Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Allocation of Net loss | $ (17,808,000) | $ (17,808,000) | |||||||||
Net (loss)/income | $ (176,384,000) | $ (18,128,000) | $ (52,613,000) | $ (24,703,000) | $ (73,151,000) | $ (58,583,000) | |||||
Founder Spac [Member] | |||||||||||
Net (loss)/income | $ (915,705) | ||||||||||
Class A accretion to redemption amount | (4,743,750) | ||||||||||
Allocation of Net loss | $ 8,529 | $ 240,071 | 810,422 | (5,659,455) | |||||||
Net (loss)/income | $ 915,705 | ||||||||||
Common Class B [Member] | Founder Spac [Member] | |||||||||||
Share outstanding | 7,906,250 | 7,906,250 | |||||||||
Allocation of Net loss | $ 8,529 | $ 48,014 | $ 162,084 | $ (1,131,891) | |||||||
Net (loss)/income | $ (1,131,891) | ||||||||||
Weighted Average Shares outstanding | 7,906,250 | 7,906,250 | 7,906,250 | 7,906,250 | |||||||
Basic and diluted net loss per common stock | $ 0 | $ (0.01) | $ (0.02) | $ (0.14) | |||||||
Share Outstanding | 7,906,250 | 7,906,250 | 7,906,250 | ||||||||
Common Class A [Member] | Founder Spac [Member] | |||||||||||
Proceeds allocated to Class A | $ 316,250,000 | ||||||||||
Class A redemption amount | 320,993,750 | ||||||||||
Allocation of Net loss | $ 192,057 | $ 648,338 | (4,527,564) | ||||||||
Accretion of Class A to redemption value | 4,743,750 | ||||||||||
Net (loss)/income | $ 216,186 | ||||||||||
Weighted Average Shares outstanding | 31,625,000 | 31,625,000 | 9,271,586 | ||||||||
Basic and diluted net loss per common stock | $ (0.01) | $ (0.02) | $ 0.02 | ||||||||
Common Class A [Member] | Founder Spac [Member] | IPO [Member] | |||||||||||
Share outstanding | 31,625,000 | 31,625,000 | |||||||||
Shares Issued upon IPO | 31,625,000 | 31,625,000 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 1 Months Ended | 8 Months Ended | ||
Oct. 19, 2021 | Aug. 17, 2021 | Dec. 31, 2021 | Jun. 30, 2022 | |
Cash | $ 8,999 | |||
Founder Spac [Member] | ||||
Cash | $ 761,605 | 8,999 | ||
Cash equivalents | 0 | 0 | ||
Cash held in Trust Account | 321,015,932 | 321,264,378 | ||
Unrecognized tax benefits | 0 | 0 | ||
FDIC Insured limit | 250,000 | 250,000 | ||
Transaction costs | $ 18,158,033 | 18,158,033 | ||
Underwriting cost | 17,393,750 | 17,393,750 | ||
Other Offering costs | $ 764,283 | $ 764,283 | ||
Accrued for interest and penalties | $ 0 | |||
Founder Spac [Member] | IPO [Member] | ||||
Sale of units in initial public offering | 31,625,000 | 31,625,000 | ||
Founder Spac [Member] | IPO [Member] | Class A Ordinary Shares [Member] | ||||
Sale of units in initial public offering | 31,625,000 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details Narrative) - USD ($) | 1 Months Ended | |||||
Oct. 19, 2021 | Aug. 17, 2021 | Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Jul. 17, 2021 | |
Warrants exercise price share | $ 0.01 | |||||
Common Class A [Member] | ||||||
Ordinary shares, Par Value Per Share | $ 0.0001 | |||||
Founder Spac [Member] | ||||||
Sale of units per share | $ 10.15 | |||||
Warrants exercise price share | $ 0.01 | $ 0.01 | ||||
Founder Spac [Member] | Common Class A [Member] | ||||||
Ordinary shares, Par Value Per Share | $ 0.0001 | $ 0.0001 | ||||
Warrants exercise price share | $ 11.50 | $ 11.50 | ||||
IPO [Member] | Founder Spac [Member] | ||||||
Sale of units in initial public offering | 31,625,000 | 31,625,000 | ||||
Sale of units per share | $ 10 | $ 10 | ||||
Sale of units in initial public offering aggragate amount | $ 316,250,000 | $ 316,250,000 | ||||
IPO [Member] | Founder Spac [Member] | Common Class A [Member] | ||||||
Sale of units in initial public offering | 27,500,000 |
PRIVATE PLACEMENT (Details Narr
PRIVATE PLACEMENT (Details Narrative) - USD ($) | 6 Months Ended | 8 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2022 | |
Subsidiary, Sale of Stock [Line Items] | |||
Warrant Price | $ 0.01 | ||
Founder Spac [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Warrants issued | 30,016,875 | 30,016,875 | |
Warrant Price | $ 0.01 | $ 0.01 | |
Proceeds from issuance of private placement | $ 14,204,375 | ||
Private Placement [Member] | Founder Spac [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Warrants issued | 14,204,375 | 14,204,375 | |
Warrant Price | $ 1 | ||
Proceeds from issuance of private placement | $ 14,204,375 | $ 14,204,375 | |
IPO [Member] | Founder Spac [Member] | Private Placement Warrants [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Warrant Price | $ 1 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | 8 Months Ended | 9 Months Ended | 12 Months Ended | |
Apr. 27, 2021 | Jun. 30, 2021 | Dec. 31, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2022 | |
Related Party Transaction [Line Items] | ||||||
Software subscription, description | The Company entered into a certain software subscription agreement with Palantir Technologies, Inc., including related support and update services on September 22, 2021. The Company subsequently amended the agreement on December 15, 2021. The term of the agreement is through December 31, 2024. Pursuant to the agreement, as of September 30, 2022, the Company is committed to pay $15.5 million in the next 12 months and $18.8 million thereafter through October 2024. Palantir Technologies, Inc. was a PIPE Investor and purchased $35.0 million of Class A Common Stock at $10.00 per share on the Closing Date. | Pursuant to the agreement, as of December 31, 2021, $17.0 million will become due in the next 12 months and $30.0 million thereafter through October 2024, unless the Company exercises its right to terminate the agreement prior to the closing of the Mergers (as defined in Note 17). | ||||
Proceed from related party | $ 15,500,000 | |||||
Founder Spac [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
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. | ||||
Due to Related Parties, Current | $ 102,667 | $ 102,667 | $ 102,667 | |||
Sponsor [Member] | Founder Spac [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Stock Issued During Period, Value, New Issues | $ 25,000 | |||||
Share Price | $ 0.003 | |||||
Stock Issued During Period, Shares, New Issues | 7,906,250 | |||||
Debt Instrument, Face Amount | $ 300,000 | |||||
Due to Related Parties, Current | $ 102,667 | $ 102,667 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | 8 Months Ended | 12 Months Ended | ||||
Oct. 19, 2021 | Aug. 17, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Sep. 30, 2022 | Dec. 31, 2020 | |
Preferred Stock, Shares Authorized | 59,504,853 | 59,504,853 | 10,000,000 | 59,504,853 | ||||
Preferred Stock, Par Value Per Share | $ 0.0001 | |||||||
Common Class A [Member] | ||||||||
Ordinary shares, Shares Authorized | 690,000,000 | |||||||
Ordinary shares, Par Value Per Share | $ 0.0001 | |||||||
Subscription Agreements [Member] | Common Class B [Member] | ||||||||
Ordinary shares, Shares Authorized | 20,000,000 | |||||||
Founder Spac [Member] | ||||||||
Proceeds from Initial Public Offering | $ 320,993,750 | $ 316,250,000 | $ 316,250,000 | $ 316,250,000 | ||||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | 1,000,000 | |||||
Preferred Stock, Par Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Warrants issued | 30,016,875 | 30,016,875 | ||||||
Founder Spac [Member] | Common Class A [Member] | ||||||||
Ordinary shares, Shares Authorized | 479,000,000 | 479,000,000 | 479,000,000 | |||||
Ordinary shares, Par Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Founder Spac [Member] | Common Class B [Member] | ||||||||
Ordinary shares, Shares Authorized | 20,000,000 | 20,000,000 | 20,000,000 | |||||
Ordinary shares, Par Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Founder Spac [Member] | Subscription Agreements [Member] | ||||||||
Preferred Stock, Shares Authorized | 1,000,000 | |||||||
Preferred Stock, Par Value Per Share | $ 0.0001 | |||||||
Founder Spac [Member] | Subscription Agreements [Member] | Common Class A [Member] | ||||||||
Ordinary shares, Shares Authorized | 479,000,000 | |||||||
Ordinary shares, Par Value Per Share | $ 0.0001 | |||||||
Temporary Equity, Shares Issued | 31,625,000 | |||||||
Temporary Equity, Shares Outstanding | 31,625,000 | |||||||
Founder Spac [Member] | Subscription Agreements [Member] | Common Class B [Member] | ||||||||
Ordinary shares, Par Value Per Share | $ 0.0001 | |||||||
Temporary Equity, Shares Issued | 7,906,250 | |||||||
Temporary Equity, Shares Outstanding | 7,906,250 | |||||||
Over-Allotment Option [Member] | Founder Spac [Member] | ||||||||
Number of Over-Allotment Units | 4,125,000 | 4,125,000 | ||||||
Sale of units in initial public offering | 4,125,000 | 4,125,000 | 4,125,000 | |||||
IPO [Member] | Founder Spac [Member] | ||||||||
Sale of units in initial public offering | 31,625,000 | 31,625,000 | ||||||
Percentage of cash underwriting discount | 2% | 2% | ||||||
Proceeds from Initial Public Offering | $ 6,325,000 | $ 6,325,000 | ||||||
Percentage of underwriters deferred fee | 3.50% | 3.50% | ||||||
Proceeds from initial public offering for deferred fee | $ 11,068,750 | $ 11,068,750 | ||||||
IPO [Member] | Founder Spac [Member] | Common Class A [Member] | ||||||||
Sale of units in initial public offering | 27,500,000 | |||||||
IPO [Member] | Founder Spac [Member] | Subscription Agreements [Member] | Public Warrants [Member] | ||||||||
Warrants issued | 15,812,500 | |||||||
IPO [Member] | Founder Spac [Member] | Subscription Agreements [Member] | Private Placement Warrants [Member] | ||||||||
Warrants issued | 14,204,375 |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 6 Months Ended | 8 Months Ended | 9 Months Ended | 12 Months Ended | |||
Aug. 15, 2022 | May 25, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Warrant Price | $ 0.01 | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Warrants, description | Company assumed a total of 30,016,875 outstanding Warrants to purchase one share of the Company’s Class A Common Stock with an exercise price of $11.50 per share. | |||||||
Outstanding warrants | 30,016,875 | |||||||
Exercise price | $ 11.50 | |||||||
Warrant price per share | $ 0.01 | |||||||
Warrant liabilities | $ 1,300 | $ 1,800 | $ 1,300 | |||||
Other expense | $ 800 | $ 500 | ||||||
Founder Spac [Member] | ||||||||
Warrants issued | 30,016,875 | 30,016,875 | ||||||
Public warrants issued | 15,812,500 | 15,812,500 | ||||||
Private warrants issued | 14,204,375 | 14,204,375 | ||||||
Share redemption price per share | $ 18 | $ 18 | ||||||
Warrant Price | 0.01 | 0.01 | $ 0.01 | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Warrant price per share | $ 0.01 | $ 0.01 | 0.01 | |||||
Founder Spac [Member] | Private Placement [Member] | ||||||||
Warrants issued | 14,204,375 | 14,204,375 | ||||||
Warrant Price | $ 1 | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Warrant price per share | $ 1 | |||||||
Public Warrants [Member] | IPO [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Outstanding warrants | 15,812,500 | |||||||
Private Warrants [Member] | Private Placement [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Outstanding warrants | 14,204,375 | |||||||
Warrant [Member] | ||||||||
Warrant Price | $ 30 | $ 30 | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Outstanding warrants | 1,084,725 | 1,084,725 | ||||||
Exercise price | $ 0.01 | $ 0.01 | $ 0.01 | |||||
Warrant price per share | $ 30 | $ 30 | ||||||
Purchase of units | 62,003 | 62,003 | 62,003 | |||||
Warrant liabilities | $ 1,300 | $ 1,300 | ||||||
Other expense | $ 600 | |||||||
Warrant agreements, description | the Company concurrently entered into warrant agreements and issued the Subordinated Term Loan Warrants under the condition that if the Company does not repay the Subordinated Term Loan on or prior to the maturity date, the lender receives right to purchase up to the number of Class A Common Stock worth $2.0 million, 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 Subordinated Term Loan agreement are repaid or the tenth anniversary of the issuance date. Additionally, if the Company does not repay the Subordinated Term Loan on or prior to the maturity date, the Subordinated Term Loan Warrants will be exercisable for additional $0.2 million of Class A Common Stock each additional full calendar month after the maturity date until the Company fully repays the principal and interest in cash. If the Company repays the Subordinated Term Loan on or prior to the maturity date, the Subordinated Term Loan Warrants will automatically terminate and be voided and no Subordinated Term Loan Warrant will be exercisable. | (i) the number of the Company’s common units worth $2.0 million if the Company consummates a 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 Subordinated Term Loan agreement are repaid or the tenth anniversary of the issuance date. | ||||||
Term Loan Warrants [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Warrant liabilities | $ 100 | $ 100 | $ 100 |
Class A Ordinary Shares Subje_5
Class A Ordinary Shares Subject to Possible Redemption (Details) - Founder Spac [Member] - USD ($) | 1 Months Ended | 6 Months Ended | 8 Months Ended | 12 Months Ended |
Oct. 19, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2021 | |
Gross Proceeds | $ 320,993,750 | $ 316,250,000 | $ 316,250,000 | $ 316,250,000 |
Class A ordinary shares issuance costs | (18,057,563) | (18,057,563) | ||
Remeasurement of carrying value to redemption value | 22,801,313 | 22,801,313 | ||
Class A ordinary shares subject to possible redemption | $ 320,993,750 | $ 320,993,750 |
STOCKHOLDERS_ DEFICIT (Details
STOCKHOLDERS’ DEFICIT (Details Narrative) - $ / shares | Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | ||||
Preferred stock, Shares authorized | 10,000,000 | 59,504,853 | 59,504,853 | |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | |||
Preferred stock, Shares outstanding | 0 | |||
Preferred Stock, Shares Issued | 0 | |||
Common Class A [Member] | ||||
Class of Stock [Line Items] | ||||
Common Stock, Shares Authorized | 690,000,000 | |||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | |||
Common Stock, Shares, Outstanding | 49,714,239 | |||
Common Stock, Shares, Issued | 49,714,239 | |||
Founder Spac [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred stock, Shares authorized | 1,000,000 | 1,000,000 | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||
Preferred stock, Shares outstanding | 0 | 0 | ||
Shares subject to possible redemption | 31,625,000 | |||
Preferred Stock, Shares Issued | 0 | 0 | ||
Founder Spac [Member] | Common Class A [Member] | ||||
Class of Stock [Line Items] | ||||
Common Stock, Shares Authorized | 479,000,000 | 479,000,000 | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||
Common Stock, Shares, Outstanding | 0 | 0 | ||
Shares subject to possible redemption | 31,625,000 | 31,625,000 | ||
Common Stock, Shares, Issued | 0 | 0 | ||
Founder Spac [Member] | Common Class B [Member] | ||||
Class of Stock [Line Items] | ||||
Common Stock, Shares Authorized | 20,000,000 | 20,000,000 | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||
Common Stock, Shares, Outstanding | 7,906,250 | 7,906,250 | ||
Common Stock, Shares, Issued | 7,906,250 | 7,906,250 |
RELATED PARTY TRANSACTION (Deta
RELATED PARTY TRANSACTION (Details Narrative) - Founder Spac [Member] - USD ($) | 1 Months Ended | 6 Months Ended | 8 Months Ended | |
Apr. 27, 2021 | Jun. 30, 2021 | Dec. 31, 2021 | Jun. 30, 2022 | |
Related Party Transaction [Line Items] | ||||
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. | ||
Due to Sponsor | $ 102,667 | $ 102,667 | ||
Sponsor [Member] | ||||
Related Party Transaction [Line Items] | ||||
Issuance of Class B ordinary shares to Sponsor | $ 25,000 | |||
Share Price | $ 0.003 | |||
Issuance of Class B ordinary shares to Sponsor, shares | 7,906,250 | |||
Principal amount | $ 300,000 | |||
Due to Sponsor | $ 102,667 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 7 Months Ended | 12 Months Ended | ||||||||||
Nov. 18, 2022 | Nov. 18, 2022 | Nov. 17, 2022 | Nov. 04, 2022 | Oct. 13, 2022 | Aug. 04, 2022 | Aug. 15, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Nov. 14, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | |
Subsequent Event [Line Items] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Net of Forfeitures | 214,642 | 176,117 | ||||||||||
Accrued expenses | $ 12,700 | |||||||||||
Accrued expense | $ 49,607 | $ 37,429 | $ 55,773 | |||||||||
Founder Spac [Member] | ||||||||||||
Purchase of shares | 1,000,000 | |||||||||||
Total Subject Shares | 15,000,000 | |||||||||||
Common Class A [Member] | ||||||||||||
Ordinary shares, Par Value Per Share | $ 0.0001 | |||||||||||
Common Class A [Member] | Founder Spac [Member] | ||||||||||||
Ordinary shares, Par Value Per Share | $ 0.0001 | $ 0.0001 | ||||||||||
Subsequent Event [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Unpaid fees | $ 1,000 | |||||||||||
Number of shares amount | $ 1,000 | |||||||||||
Accrued expense | $ 10,700 | |||||||||||
Debt amount | $ 30,000 | |||||||||||
Subsequent events, description | the Company’s Board of Directors committed to a reduction in force plan (the “Plan”) as part of the Company’s measures to reduce spending and preserve cash available for the Company’s operations. The Plan involves a reduction of 55 employees, which is approximately 11% of the Company’s workforce. The Company currently estimates that it will incur one-time cash charges of approximately $0.6 million, primarily consisting of an estimated $0.5 million in severance payments, and $0.1 million in related costs. The Company expects that most of these charges will be incurred in the fourth quarter of 2022, and that the reduction in force will be substantially complete by the end of 2022. In aggregate, over the next twelve months, the reduction in force is expected to result in approximately $5.5 million in annual cash savings for the Company. | |||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 5.60% | 5.60% | ||||||||||
Financing commitment | $ 5,000 | $ 5,000 | ||||||||||
Issuance of equity | $ 25,000 | $ 25,000 | ||||||||||
Term loan agreement description | the Company entered into an amendment to the Term Loan agreement, in which the lender consented to the amendments to the Revolving Credit Facility agreement and the Subordinated Term Loan agreement. Additionally, the Company committed to raise $5.0 million from the Financing Commitment or a similar commitment by November 23, 2022, and an additional $25.0 million from the issuance of equity by the earlier of (i) 5 business days after the date the Company’s S-1 filed with the SEC on August 22, 2022 becomes effective, or (ii) January 31, 2023. The amended Term Loan agreement also requires the Company to cause the Yorkville Investor to purchase the maximum amount of the Company’s equity interests available under the SEPA and to utilize the net proceeds from such drawdowns to repay the Term Loan until it is fully repaid. If the Company does not repay the Term Loan in full by March 27, 2023, the Company will be liable for an additional fee in the amount of $2.0 million, out of which $1.0 million will be due in cash on March 27, 2023, and the other $1.0 million will accrue to the principal balance of the Term Loan. Furthermore, beginning on March 27, 2023, an additional $0.15 million fee will accrue to the principal balance of the Term Loan each week thereafter until the Term Loan is fully repaid. | |||||||||||
Subordinated Term Loan agreement, description | Company entered into an amendment to the Subordinated Term Loan agreement. The amendment extended the Subordinated Term Loan maturity through December 31, 2023. Concurrently, the Company entered into an amendment to the Subordinated Term Loan Warrants agreements, which (i) increased the number of Class A Common Stock the lender has the right to purchase with the Subordinated Term Loan Warrants to such number of Class A Common Stock worth $2.6 million ($2.0 million prior to the amendment), (ii) caused the Subordinated Term Loan Warrants to be immediately exercisable upon execution of the amended Subordinated Term Loan Warrants agreements, and (iii) increased the value of Class A Common Stock the Subordinated Term Loan Warrants will earn each additional full calendar month after March 22, 2023 to $0.25 million ($0.2 million prior to the amendment) until the Company repays the Subordinated Term Loan in full. | |||||||||||
Subsequent Event [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Net of Forfeitures | 8,378,986 | |||||||||||
Forward Purchase Agreement [Member] | Common Class A [Member] | Founder Spac [Member] | ||||||||||||
Ordinary shares, Par Value Per Share | $ 0.0001 |
Nature of operations and summ_4
Nature of operations and summary of significant accounting policies (Details-Contract assets) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Contract asset beginning | $ 43,357 | $ 55,088 |
Invoiced to customers in the current period | (43,513) | (56,892) |
Changes in estimate related to prior period | 156 | 1,804 |
Estimated accrual related to current period | 56,984 | 43,357 |
Contract asset ending | $ 56,984 | $ 43,357 |
Nature of operations and summ_5
Nature of operations and summary of significant accounting policies (Details-Accrued hauler expenses) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Accrued expenses beginning | $ 37,429 | $ 41,339 |
Changes in estimate related to prior period | 156 | 1,804 |
Estimated accrual related to current period | 56,984 | 43,357 |
Accrued expenses ending | 49,607 | 37,429 |
Accrued Liabilities [Member] | ||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Invoiced by vendors in the current period | (37,726) | (43,288) |
Changes in estimate related to prior period | 297 | 1,949 |
Estimated accrual related to current period | $ 49,607 | $ 37,429 |
Nature of operations and summ_6
Nature of operations and summary of significant accounting policies (Details-Live used for depreciation) | 12 Months Ended |
Dec. 31, 2021 | |
Computer Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Computer Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Furniture and Fixtures [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Customer Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Customer Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 10 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [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) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Aug. 15, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Allowance for doubtful accounts | $ 8,600 | $ 7,100 | |||||
Contract with customer, liability, revenue recognized | $ 4,100 | 4,000 | 2,900 | ||||
Deferred offering costs capitalized | $ 0 | 0 | 1,100 | 0 | |||
Advertising costs | 1,500 | 2,100 | |||||
Impairment losses | 0 | 0 | |||||
Acquisition Costs, Period Cost | 0 | 500 | |||||
Amortization of Acquisition Costs | 2,500 | 1,500 | |||||
Tax positions | 0 | 0 | |||||
Unbilled receivables | 62,800 | 62,800 | 57,000 | ||||
Customer invoice | 50,000 | ||||||
Deferred revenue | 4,500 | 4,500 | 4,600 | ||||
Additional paid-in capital | 67,300 | 67,300 | $ 23,100 | ||||
Accrued expenses | 44,200 | 44,200 | |||||
Fair value of Earn-out Interests | 7,000 | ||||||
Other income (expense) | 67,100 | ||||||
Income tax expense (benefit) | $ 0 | $ 300 | $ 100 | $ 1,000 | $ 400 | ||
Effective tax rate | (0.00%) | 1.40% | (0.00%) | 2.20% | 2.23% | 2.42% | |
Net deferred tax liability | $ 200 | $ 200 | $ 178 | $ 1,897 | |||
Common Class A [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||
Shares issued | 160,000 | ||||||
Common Class A [Member] | Merger Agreement [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Shares issued | 1,488,519 | 1,488,519 | |||||
Common Class B [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Shares issued | 880,000 | ||||||
Common Class B [Member] | Merger Agreement [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Shares issued | 8,900,840 | 8,900,840 | |||||
Common Class V [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||
Issuance of Class B ordinary shares to Sponsor, shares | 118,667,880 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | |||
Total property and equipment, net | $ 2,741 | $ 2,611 | $ 2,289 |
Property, Plant and Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 10,518 | 9,429 | 7,494 |
Less accumulated depreciation and amortization | (7,777) | (6,818) | (5,205) |
Total property and equipment, net | 2,741 | 2,611 | 2,289 |
Property, Plant and Equipment [Member] | Computer Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 3,668 | 2,968 | 2,431 |
Property, Plant and Equipment [Member] | Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 1,380 | 1,122 | 913 |
Property, Plant and Equipment [Member] | Furniture and Fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 1,699 | 1,570 | 1,130 |
Property, Plant and Equipment [Member] | Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 3,771 | $ 3,769 | $ 3,020 |
Property and equipment (Detai_2
Property and equipment (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||||||
Amortization and depreciation expense | $ 300 | $ 400 | $ 1,600 | $ 1,600 | ||
Depreciation expense | $ 1,000 | $ 1,200 |
Debt (Details-Components of deb
Debt (Details-Components of debt) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | |||
Term loan balance | $ 72,500 | $ 77,000 | $ 48,524 |
Less unamortized loan origination costs | (2,957) | (3,334) | (820) |
Total borrowed | 69,543 | 73,666 | 47,704 |
Less short-term loan balance | (22,666) | (680) | |
Long-term loan balance | $ 69,543 | $ 51,000 | $ 47,024 |
Debt (Details-Long Term Debt)
Debt (Details-Long Term Debt) - Long Term Debts [Member] $ in Thousands | Dec. 31, 2021 USD ($) |
2022 | $ 26,000 |
2023 | 6,000 |
2024 | 45,000 |
Total | $ 77,000 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||
Dec. 14, 2018 | Dec. 14, 2018 | Dec. 22, 2021 | Feb. 27, 2020 | Mar. 29, 2019 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 22, 2021 | Dec. 31, 2020 | Jun. 30, 2022 | Feb. 28, 2022 | Oct. 15, 2021 | Mar. 24, 2021 | |
Line of Credit Facility [Line Items] | ||||||||||||||||
Deferred Revenue | $ 4,500 | $ 4,500 | $ 4,600 | |||||||||||||
Interest expense | $ 4,578 | $ 2,611 | 12,264 | $ 7,461 | $ 11,455 | $ 8,217 | ||||||||||
Equity contribution | $ 50,000 | |||||||||||||||
Minimum equity raise requirement | $ 50,000 | |||||||||||||||
Credit facility reduced | 20,000 | |||||||||||||||
Gain on forgiveness of debt | $ 10,900 | |||||||||||||||
Revolving Credit Facility [Member] | ||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||
Debt amount | $ 60,000 | $ 60,000 | ||||||||||||||
Interest rate | 4.50% | 4.50% | 7.60% | 7.60% | 6% | 6% | ||||||||||
Maturity date | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 14, 2022 | |||||||||||||
Line of credit | $ 30,100 | $ 30,100 | $ 29,900 | $ 29,400 | ||||||||||||
Remainning credit value | $ 21,200 | 21,200 | 23,000 | 21,300 | ||||||||||||
Deferred debt charges | 1,900 | |||||||||||||||
Amortization of deferred debt | 500 | 600 | ||||||||||||||
Interest expense | 11,500 | 8,200 | ||||||||||||||
Credit facility reduced | $ 8,700 | |||||||||||||||
Term Loan Facility [Member] | ||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||
Debt amount | $ 40,000 | $ 20,000 | $ 60,000 | |||||||||||||
Interest rate | 9.50% | 9.50% | 13.10% | 13.10% | ||||||||||||
Maturity date | Dec. 22, 2022 | Mar. 29, 2024 | ||||||||||||||
Line of credit | 20,000 | |||||||||||||||
Deferred Revenue | $ 600 | $ 1,200 | $ 800 | |||||||||||||
Long-Term Construction Loan | $ 20,000 | 1,000 | $ 20,000 | 700 | $ 50,000 | |||||||||||
Repayments of Subordinated Short-Term Debt | $ 20,000 | |||||||||||||||
Subordinated Borrowing, Interest Rate | 15% | 15% | ||||||||||||||
Amortization of Deferred Charges | $ 800 | 100 | $ 2,500 | 400 | $ 1,500 | 0 | ||||||||||
Interest expense | 4,600 | $ 2,600 | 12,300 | $ 7,500 | 11,500 | $ 8,200 | ||||||||||
Paycheck Protection Program Loan [Member] | ||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||
Debt amount | 10,800 | |||||||||||||||
Interest rate | 1% | |||||||||||||||
Maturity term | 2 years | |||||||||||||||
Repayment of debt | 2,300 | 2,300 | ||||||||||||||
Debt forgiveness | 10,900 | |||||||||||||||
Long-term debt | $ 0 | $ 0 | 0 | $ 8,500 | ||||||||||||
Loans in excess | 2,000 | |||||||||||||||
Interest expense | $ 11,500 | $ 8,200 |
Accrued expenses (Details)
Accrued expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | |||
Accrued hauler expenses | $ 55,773 | $ 49,607 | $ 37,429 |
Accrued compensation | 57,632 | 9,656 | 8,783 |
Accrued income taxes | 3 | 61 | |
Other accrued expenses | 4,788 | 6,272 | 2,717 |
Accrued offering expenses | 162,428 | 65,538 | $ 48,990 |
Accrued Mergers transaction expenses | $ 44,235 |
Goodwill and other intangible_2
Goodwill and other intangibles (Details-Intangible assets) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 25,432 | $ 25,432 | $ 23,451 |
Accumulated Amortization | (14,582) | (12,104) | (9,088) |
Net Carrying Amount | 10,850 | 13,328 | 14,363 |
Finite-Lived Intangible Assets [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 26,267 | 26,267 | 24,236 |
Accumulated Amortization | (14,582) | (12,104) | (9,088) |
Net Carrying Amount | 11,685 | 14,163 | 15,148 |
Domain Name [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 835 | 835 | 785 |
Accumulated Amortization | |||
Net Carrying Amount | $ 835 | $ 835 | $ 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 |
Accumulated Amortization | (728) | (728) | (719) |
Net Carrying Amount | 9 | ||
Customer Relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 20,976 | 20,976 | 20,976 |
Accumulated Amortization | (11,502) | (9,582) | (7,023) |
Net Carrying Amount | $ 9,474 | $ 11,394 | $ 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 |
Accumulated Amortization | (550) | (487) | (349) |
Net Carrying Amount | $ 63 | $ 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 | $ 3,178 | $ 3,178 | $ 1,197 |
Accumulated Amortization | (1,802) | (1,307) | (997) |
Net Carrying Amount | $ 1,376 | $ 1,871 | $ 200 |
Goodwill and other intangible_3
Goodwill and other intangibles (Details-Future Amortization Expense) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2022 | $ 804 | $ 3,282 |
2023 | 3,220 | 3,220 |
2024 | 3,110 | 3,110 |
2025 | 2,559 | 2,559 |
2026 | 1,157 | 1,157 |
Total finite-lived intangible assets, net | $ 10,850 | $ 13,328 |
Goodwill and other intangible_4
Goodwill and other intangibles (Details-Not deductible for tax purposes) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill | $ 32,132 | $ 32,132 | $ 32,132 |
Goodwill and other intangible_5
Goodwill and other intangibles (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||
Amortization of intangible assets | $ 800 | $ 700 | $ 2,500 | $ 2,200 | $ 3,000 | $ 3,300 |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Assets | |||
Right-of-use assets | $ 3,119 | $ 3,920 | $ 3,884 |
Liabilities | |||
Current lease liabilities | 1,832 | 1,675 | 1,412 |
Non-current lease liabilities | 2,340 | 3,770 | 4,555 |
Total liabilities | $ 4,172 | $ 5,445 | $ 5,967 |
Leases (Details 1)
Leases (Details 1) - Warrant [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Lease expense | ||
Operating lease expense | $ 1,507 | $ 1,479 |
Short-term lease expense | 601 | 586 |
Less: Sublease income | (802) | (605) |
Total lease expense | $ 1,306 | $ 1,460 |
Leases (Details 2)
Leases (Details 2) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Less: Imputed interest | $ (930) | ||
Total operating lease liabilities | $ 4,172 | $ 5,445 | $ 5,967 |
Liability [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
2022 | 2,224 | ||
2023 | 2,276 | ||
2024 | 1,228 | ||
2025 | 151 | ||
2026 | 152 | ||
Thereafter | 732 | ||
Total minimum lease payments | 6,763 | ||
Less: Imputed interest | (1,318) | ||
Total operating lease liabilities | $ 5,445 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Cash and Cash Equivalents [Line Items] | |||
Operating Lease, Liability | $ 4,172 | $ 5,445 | $ 5,967 |
Weighted-average remaining lease term | 4 years 7 months 6 days | 3 years 6 months | |
Weighted-average discount rate | 11.43% | 11.50% | |
Cash [Member] | |||
Cash and Cash Equivalents [Line Items] | |||
Operating Lease, Liability | $ 2,000 | $ 1,900 |
Members' equity (deficit) (Deta
Members' equity (deficit) (Details) - shares | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | |||
Preferred stock, shares authorized | 10,000,000 | 59,504,853 | 59,504,853 |
Equity [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock, shares authorized | 33,509,272 | 32,426,264 | |
Common Stock [Member] | |||
Class of Stock [Line Items] | |||
Common Stock, Shares Authorized | 34,438,298 | 34,438,298 | |
Common Stock [Member] | Equity [Member] | |||
Class of Stock [Line Items] | |||
Common Stock, Shares Authorized | 9,440,108 | 9,440,108 | |
Series A Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock, shares authorized | 4,834,906 | 4,834,906 | |
Series A Preferred Stock [Member] | Equity [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock, shares authorized | 4,834,906 | 4,834,906 | |
Series B Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock, shares authorized | 6,820,450 | 6,820,450 | |
Series B Preferred Stock [Member] | Equity [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock, shares authorized | 6,774,923 | 6,774,923 | |
Series C Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock, shares authorized | 3,142,815 | 3,142,815 | |
Series C Preferred Stock [Member] | Equity [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock, shares authorized | 3,141,500 | 3,141,500 | |
Series D Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock, shares authorized | 2,816,403 | 2,816,403 | |
Series D Preferred Stock [Member] | Equity [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock, shares authorized | 2,787,707 | 2,787,707 | |
Series E Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock, shares authorized | 7,451,981 | 7,451,981 | |
Series E Preferred Stock [Member] | Equity [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock, shares authorized | 6,530,128 | 5,447,120 |
Members_ equity (deficit) (Deta
Members’ equity (deficit) (Details Narrative) - Series E Preferred Stock [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2021 USD ($) shares | |
Class of Stock [Line Items] | |
Warrants issued | $ | $ 32,500 |
Issuance of Class B ordinary shares to Sponsor, shares | shares | 1,083,008 |
Warrants (Details)
Warrants (Details) - $ / shares | 7 Months Ended | 12 Months Ended | |
Aug. 15, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Warrants granted | |||
Weighted average exercise price, granted | $ 10.25 | $ 3.75 | $ 3.37 |
Warrants expired | (14,499) | (147,183) | (6,976) |
Weighted average exercise price, expired | $ 9.36 | $ 4.08 | |
Warrants outstanding, ending | 30,016,875 | ||
Warrant [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Warrants outstanding, beginning | 1,084,725 | 1,084,725 | |
Weighted average exercise price, beginning | $ 30 | $ 30 | |
Warrants granted | |||
Weighted average exercise price, granted | |||
Warrants exercised | (1,083,008) | ||
Weighted average exercise price, exercised | $ 30 | ||
Warrants expired | (1,717) | ||
Weighted average exercise price, expired | $ 30 | ||
Warrants outstanding, ending | 1,084,725 | ||
Weighted average exercise price, ending | $ 30 |
Warrant (Details Narrative)
Warrant (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||
May 25, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Aug. 15, 2022 | Mar. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Exercise price | $ 11.50 | ||||
Warrant liabilities | $ 1,800 | $ 1,300 | |||
Other Expenses | $ 800 | $ 500 | |||
Warrant liabilities | $ 100 | $ 100 | |||
Warrant [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Purchase of units | 62,003 | 62,003 | |||
Exercise price | $ 0.01 | $ 0.01 | |||
Warrant liabilities | $ 1,300 | ||||
Other Expenses | $ 600 | ||||
Warrant agreements, description | the Company concurrently entered into warrant agreements and issued the Subordinated Term Loan Warrants under the condition that if the Company does not repay the Subordinated Term Loan on or prior to the maturity date, the lender receives right to purchase up to the number of Class A Common Stock worth $2.0 million, 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 Subordinated Term Loan agreement are repaid or the tenth anniversary of the issuance date. Additionally, if the Company does not repay the Subordinated Term Loan on or prior to the maturity date, the Subordinated Term Loan Warrants will be exercisable for additional $0.2 million of Class A Common Stock each additional full calendar month after the maturity date until the Company fully repays the principal and interest in cash. If the Company repays the Subordinated Term Loan on or prior to the maturity date, the Subordinated Term Loan Warrants will automatically terminate and be voided and no Subordinated Term Loan Warrant will be exercisable. | (i) the number of the Company’s common units worth $2.0 million if the Company consummates a 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 Subordinated Term Loan agreement are repaid or the tenth anniversary of the issuance date. |
Equity incentive plan (Details-
Equity incentive plan (Details-Fair Value Of Incentive Grants) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Equity Incentive Plan | ||
Expected dividend yield | 0% | 0% |
Risk-free interest rate | 1.40% | 2.20% |
Expected life in years | 3 years | 3 years |
Expected volatility | 48.20% | 28.70% |
Equity incentive plan (Details
Equity incentive plan (Details - Incentives Unit Activity) - shares | 7 Months Ended | 12 Months Ended | |
Aug. 15, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Equity Incentive Plan | |||
Options outstanding, beginning balance | 3,084,650 | 3,017,191 | 2,848,050 |
Options granted | 214,642 | 176,117 | |
Options Forfeited | (14,499) | (147,183) | (6,976) |
Options outstanding,ending balance | 3,070,151 | 3,084,650 | 3,017,191 |
Options vested | 3,070,151 | 2,886,439 |
Equity incentive plan (Detail_2
Equity incentive plan (Details-Nonvested Incentive Units) - $ / shares | 7 Months Ended | 12 Months Ended | |
Aug. 15, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Equity Incentive Plan | |||
Option nonvested, beginning | 198,210 | 275,446 | 244,964 |
Weighted average grant date fair Value, beginning | $ 10.25 | $ 3.91 | $ 3.49 |
Granted | 214,642 | 176,117 | |
Weighted Average Grant Date Fair Value, granted | $ 13.40 | $ 4.08 | |
Vested | (183,711) | (144,695) | (138,659) |
Weighted Average Grant Date Fair Value, vested | $ 10.25 | $ 3.75 | $ 3.37 |
Forfeited | (14,499) | (147,183) | (6,976) |
Weighted Average Grant Date Fair Value, forfeited | $ 9.36 | $ 4.08 | |
Option nonvested, ending | 198,210 | 275,446 | |
Weighted average grant date fair Value, ending | $ 10.25 | $ 3.91 | |
Weighted Average Grant Date Fair Value, granted |
Equity incentive plan (Detail_3
Equity incentive plan (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Equity Incentive Plan | ||||||
Fair value of stock | $ 13.40 | $ 4.08 | ||||
Fir value of shares | $ 2,900 | $ 700 | ||||
Compensation costs | 500 | $ 500 | ||||
Unrecognized compensation cost | $ 2,000 | |||||
Weighted-average period | 2 years 10 months 2 days | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Shares Issued in Period | 0 | 203,750 | ||||
Share-Based Payment Arrangement, Expense | $ 90,600 | $ 800 | $ 95,300 | $ 3,400 | $ 7,200 | $ 300 |
Employee benefits plan (Details
Employee benefits plan (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Retirement Benefits [Abstract] | ||
Salary contribute | $ 19,500 | $ 19,500 |
Salary and wages | $ 500 | $ 400 |
Net loss per common unit (Detai
Net loss per common unit (Details-Basic and diluted net loss per common unit) - USD ($) $ / shares in Units, $ in Thousands | 2 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Net Loss Per Common Unit | |||||||
Net loss attributable to unitholders (in thousands) | $ (34,741) | $ (211,125) | $ (18,128) | $ (263,738) | $ (42,831) | $ (73,151) | $ (58,583) |
Weighted-average units used in computing net loss per unit, basic and diluted | 33,048,809 | 32,426,264 | |||||
Net loss per common and preferred unit, basic and diluted | $ (2.21) | $ (1.81) |
Income taxes (Details-Deferred
Income taxes (Details-Deferred Tax Assets) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets (liabilities): | |||
Allowance for doubtful accounts | $ 55 | $ 161 | |
Accrued vacation | 21 | 21 | |
Accrued bonuses | 137 | 134 | |
Deferred rent liability | 21 | ||
Interest expense limitation | 1 | 1 | |
Lease liability | 221 | 224 | |
Intangible assets | (1,831) | (2,835) | |
Net operating losses | 2,366 | 1,523 | |
Capitalized transaction costs | 53 | 59 | |
Right of use asset | (206) | (209) | |
Depreciation | 11 | (54) | |
Goodwill | (1,027) | (922) | |
Deferred tax liability, net | $ (200) | $ (178) | $ (1,897) |
Income taxes (Details-Provision
Income taxes (Details-Provision for income taxes) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Current: | ||
Federal | $ (437) | |
State | 50 | 127 |
Total current | 50 | (310) |
Deferred: | ||
Federal | (1,197) | (1,100) |
State | (523) | (44) |
Total deferred | (1,720) | (1,144) |
Total income tax expense (benefit) | $ (1,670) | $ (1,454) |
Income taxes (Details-Federal s
Income taxes (Details-Federal statutory rate and the effective income tax rate) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||||||
Statutory U.S. federal tax rate | 21% | 21% | ||||
State income taxes (net of federal benefit) | 0.50% | (0.11%) | ||||
Income passed through to Members | (19.27%) | (18.47%) | ||||
Permanent differences | 0% | 0% | ||||
Other | 0% | 0% | ||||
Effective income tax rate | (0.00%) | 1.40% | (0.00%) | 2.20% | 2.23% | 2.42% |
Income taxes (Details Narrative
Income taxes (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||||||
Current tax benefit | $ 0 | $ 300 | $ 100 | $ 1,000 | $ 400 | |
Tax receivable | 400 | $ 400 | ||||
Deferred tax liability | $ 900 | 1,000 | ||||
Operating loss carryforward | $ 9,700 |
Commitments and contingencie (D
Commitments and contingencie (Details Narrative) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Software subscription description | The Company entered into a certain software subscription agreement with Palantir Technologies, Inc., including related support and update services on September 22, 2021. The Company subsequently amended the agreement on December 15, 2021. The term of the agreement is through December 31, 2024. Pursuant to the agreement, as of September 30, 2022, the Company is committed to pay $15.5 million in the next 12 months and $18.8 million thereafter through October 2024. Palantir Technologies, Inc. was a PIPE Investor and purchased $35.0 million of Class A Common Stock at $10.00 per share on the Closing Date. | Pursuant to the agreement, as of December 31, 2021, $17.0 million will become due in the next 12 months and $30.0 million thereafter through October 2024, unless the Company exercises its right to terminate the agreement prior to the closing of the Mergers (as defined in Note 17). |
Related party transactio (Detai
Related party transactio (Details Narrative) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | |||
Proceeds from Related Party Debt | $ 15,500 | ||
Investors [Member] | |||
Related Party Transaction [Line Items] | |||
Proceeds from Related Party Debt | $ 1,600 | $ 1,900 | |
Accounts Receivable, Related Parties | $ 300 | $ 200 |
Concentrations (Details Narrati
Concentrations (Details Narrative) - Customer Concentration Risk [Member] | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue Benchmark [Member] | Two Customer [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration Risk, Percentage | 30% | 28% | ||||
Revenue Benchmark [Member] | Two Customers [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration Risk, Percentage | 24% | 31% | 27% | 29% | ||
Accounts Receivable [Member] | Two Customer [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration Risk, Percentage | 22% | 23% | 23% |
Liquidity and pending mergers (
Liquidity and pending mergers (Details Narrative) | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liquidity description | As a result of the Mergers, the Company may receive up to $352.7 million of additional cash on its balance sheet assuming no redemptions and $36.7 million in a maximum redemption scenario. |
Debt (Details-Components of lon
Debt (Details-Components of long-term debt) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Business Combination and Asset Acquisition [Abstract] | |||
Term loan balance | $ 72,500 | $ 77,000 | $ 48,524 |
Less unamortized loan origination costs | (2,957) | (3,334) | (820) |
Total borrowed | 69,543 | 73,666 | 47,704 |
Less short-term loan balance | (22,666) | ||
Long-term loan balance | $ 69,543 | $ 51,000 | $ 47,024 |
Debt (Details-Maturities of lon
Debt (Details-Maturities of long-term debt) $ in Thousands | Sep. 30, 2022 USD ($) |
Business Combination and Asset Acquisition [Abstract] | |
2022 | $ 1,500 |
2023 | 71,000 |
Total | $ 72,500 |
Mergers (Details Narrative)
Mergers (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |
Aug. 15, 2022 | Sep. 30, 2022 | |
Business Acquisition [Line Items] | ||
Compensation expenses | $ 47,600 | |
Contributed capital | 73,800 | |
Cash consideration | 28,900 | |
Aggregate proceeds received from the PIPE Investors | 121,000 | |
Transaction costs | 67,300 | |
Accrued expenses | $ 23,100 | |
Rubicon [Member] | ||
Business Acquisition [Line Items] | ||
Voting rights percentage | 83.50% | |
Common Stock Class A [Member] | ||
Business Acquisition [Line Items] | ||
Retained aggregate shares | 19,846,916 | |
Common Stock Class B [Member] | ||
Business Acquisition [Line Items] | ||
Retained aggregate shares | 118,677,880 | |
Founder Warrants [Member] | ||
Business Acquisition [Line Items] | ||
Warrant, description | each representing a right to acquire one Founder Class A Share for $11.50 (a “Founder Public Warrant”), converted automatically, on a one-for-one basis, into a public warrant of the Company (a “Public Warrant”) that represents a right to acquire one share of Class A Common Stock for $11.50 pursuant to the Warrant Agreement, dated October 14, 2021, by and between Founder and Continental Stock Transfer and Trust Company (as amended, the “Warrant Agreement”), (d) each then-issued and outstanding private placement warrant of Founder, each representing a right to acquire one Founder Class A Share for $11.50 (a “Founder Private Placement Warrant”), converted automatically, on a one-for-one basis, into a private placement warrant of the Company (the “Private Warrant” and together with the Public Warrants, the “Warrants”) that represents a right to acquire one share of Class A Common Stock for $11.50 pursuant to the Warrant Agreement | |
Founder Class A Shares [Member] | ||
Business Acquisition [Line Items] | ||
Common stock, par value | $ 0.0001 | |
Founder Class B Shares [Member] | ||
Business Acquisition [Line Items] | ||
Common stock, par value | $ 0.0001 | |
Number of shares forfeited | 160,000 | |
Class A Common Stock [Member] | ||
Business Acquisition [Line Items] | ||
Aggregate of shares | 7,082,616 | |
Issuance of Class B ordinary shares to Sponsor, shares | 160,000 | |
Class A Common Stock [Member] | P I P E Investors [Member] | ||
Business Acquisition [Line Items] | ||
Aggregate of shares | 12,100,000 | |
Share Price | $ 10 | |
Class B Units [Member] | ||
Business Acquisition [Line Items] | ||
Issuance of Class B ordinary shares to Sponsor, shares | 880,000 |
Stockholders' (deficit) equity
Stockholders' (deficit) equity (Details) - shares | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | |||
Preferred Stock, Shares Authorized | 10,000,000 | 59,504,853 | 59,504,853 |
Preferred Stock, Shares Issued | 0 | ||
Preferred Stock, Shares Outstanding | 0 | ||
Equity [Member] | |||
Class of Stock [Line Items] | |||
Preferred Stock, Shares Authorized | 33,509,272 | 32,426,264 | |
Total shares authorized | 975,000,000 | ||
Total shares issued | 165,177,885 | ||
Total shares Outstanding | 165,177,885 | ||
Common Class A [Member] | |||
Class of Stock [Line Items] | |||
Common Stock, Shares Authorized | 690,000,000 | ||
Common Stock, Shares, Issued | 49,714,239 | ||
Common Stock, Shares, Outstanding | 49,714,239 | ||
Common Class A [Member] | Equity [Member] | |||
Class of Stock [Line Items] | |||
Common Stock, Shares Authorized | 690,000,000 | ||
Common Stock, Shares, Issued | 49,714,239 | ||
Common Stock, Shares, Outstanding | 49,714,239 | ||
Common Class V [Member] | |||
Class of Stock [Line Items] | |||
Common Stock, Shares Authorized | 275,000,000 | ||
Common Stock, Shares, Issued | 115,463,646 | ||
Common Stock, Shares, Outstanding | 115,463,646 | ||
Common Class V [Member] | Equity [Member] | |||
Class of Stock [Line Items] | |||
Common Stock, Shares Authorized | 275,000,000 | ||
Common Stock, Shares, Issued | 115,463,646 | ||
Common Stock, Shares, Outstanding | 115,463,646 | ||
Preferred Stock [Member] | Equity [Member] | |||
Class of Stock [Line Items] | |||
Preferred Stock, Shares Authorized | 10,000,000 | ||
Preferred Stock, Shares Issued | |||
Preferred Stock, Shares Outstanding |
Equity Investment Agreement (De
Equity Investment Agreement (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | |
May 25, 2022 | Sep. 30, 2022 | Aug. 15, 2022 | |
Equity investment agreement, description | the Company entered into the Rubicon Equity Investment Agreement with certain investors, whereby, the investors have agreed to advance to the Company up to $8,000,000 and, upon consummation of the Mergers, and in exchange for the advancements, (a) the Company will cause to be issued up to 880,000 Class B Units of the Company and 160,000 shares of Class A Common Stock to the investors and (b) Sponsor will forfeit up to 160,000 shares of Class A Common Stock, in each case subject to actual amounts advanced by the investors. In accordance with the Rubicon Equity Investment Agreement, on May 25, 2022, the Company received $8,000,000 of cash from the investors. | ||
Other expense | $ 800 | $ 500 | |
Common Class B [Member] | |||
Shares issued | 880,000 | ||
Common Class A [Member] | |||
Shares issued | 160,000 | ||
Forfeiture shares | 160,000 |
Forward Purchase Agreement (Det
Forward Purchase Agreement (Details Narrative) | 1 Months Ended |
Aug. 04, 2022 | |
Forward Purchase Agreement | |
Forward purchase agreement, description | Pursuant to the terms of the Forward Purchase Agreement, the FPA Sellers purchased 7,082,616 Founder Class A Shares, which included 6,082,616 Subject Shares and 1,000,000 Separate Shares, at the per-share redemption price prior to the closing of the Mergers, in exchange for the prepayment by Founder of $68.7 million out of the funds in Founder’s trust account that were to be received by the Company at the Closing. The prepayment amount was calculated as (a) the per-share redemption price multiplied by the 6,082,616 Subject Shares, less (b) 50% of the product of the 6,082,616 Subject Shares multiplied by $1.33 (the “Prepayment Shortfall”) and (c) an amount equal to the product of Separate Shares multiplied by the per-share redemption price. The FPA Sellers did not purchase any Additional Shares. |
Standby Equity Purchase Agree_2
Standby Equity Purchase Agreement (Details Narrative) - shares | 1 Months Ended | |
Aug. 31, 2022 | Aug. 15, 2022 | |
Standby equity purchase agreement, description | Company entered into a Standby Equity Purchase Agreement (“SEPA”) with YA II PN, Ltd. (the “Yorkville Investor”). Pursuant to the SEPA, the Company has the right to sell to the Yorkville Investor, from time to time, up to $200.0 million of shares of Class A Common Stock until the earlier of the 36-month anniversary of the SEPA or until the date on which the facility has been fully utilized, subject to certain limitations and conditions set forth in the SEPA, including the requirement that there be an effective registration statement registering such shares and limitations on the volume of shares that may be sold. Shares will be sold to the Yorkville Investor at a price equal to 97% of the lowest daily VWAP of the Class A Common Stock during the three consecutive trading days immediately prior to any notice to sell such securities provided by the Company. The Yorkville Investor may not beneficially own greater than 9.99% of the outstanding shares of Class A Common Stock. | |
Common Class A [Member] | ||
Shares issued | 160,000 | |
Common Class A [Member] | Yorkville [Member] | ||
Shares issued | 200,000 |
Equity incentive plan (Detail_4
Equity incentive plan (Details- RSUs Activity) - shares | 7 Months Ended | 12 Months Ended | |
Aug. 15, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Options outstanding, beginning balance | 3,084,650 | 3,017,191 | 2,848,050 |
Options granted | 214,642 | 176,117 | |
Options granted | 14,499 | 147,183 | 6,976 |
Options Forfeited | 14,499 | 147,183 | 6,976 |
Options vested | 3,070,151 | 2,886,439 | |
Restricted Stock Units (RSUs) [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Options Forfeited | 9,353,216 | ||
Restricted Stock Units (RSUs) [Member] | Merger Consummation [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Options outstanding, beginning balance | |||
Options vested | 970,389 | ||
Restricted Stock Units (RSUs) [Member] | Phantom Unit Exchanges [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Options granted | 970,389 | ||
Options granted | |||
Restricted Stock Units (RSUs) [Member] | Morris Employment Agreement [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Options granted | 4,821,358 | ||
Restricted Stock Units (RSUs) [Member] | Management Rollover Consideration [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Options granted | 3,561,469 |
Equity-based compensation (Deta
Equity-based compensation (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Aug. 15, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Exchange of vested RSUs | 970,389 | 970,389 | |||||
Equity compensation costs | $ 90,600 | $ 800 | $ 95,300 | $ 3,400 | $ 7,200 | $ 300 | |
Deferred compensation cost | $ 1,300 | $ 0 | 1,300 | $ 0 | |||
Restricted Stock Units (RSUs) [Member] | Morris Employment Agreemen [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Granted shares value | $ 5,000 | ||||||
Common Class A [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Common Stock, Shares Authorized | 690,000,000 | 690,000,000 | |||||
Common stock, shares issued | 49,714,239 | 49,714,239 | |||||
Common stock, shares outstanding | 49,714,239 | 49,714,239 | |||||
Common Class A [Member] | Two Thousand Twenty Two Plan [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Common Stock, Shares Authorized | 29,000,000 | ||||||
Common stock, shares issued | 2,485,711 | ||||||
Common stock, shares outstanding | 2,485,711 |
Loss per share (Details)
Loss per share (Details) - USD ($) $ / shares in Units, $ in Thousands | 2 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||
Net loss | $ (34,741) | $ (211,125) | $ (18,128) | $ (263,738) | $ (42,831) | $ (73,151) | $ (58,583) |
Net loss attributable to non-controlling interests | (16,933) | $ 16,933 | $ 16,933 | ||||
Net loss for Basic and Diluted | $ (17,808) | ||||||
Public Warrants [Member] | |||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||
Anti-dilutive shares | 15,812,500 | ||||||
Private Warrants [Member] | |||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||
Anti-dilutive shares | 14,204,375 | ||||||
Earn Out Class A Shares [Member] | |||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||
Anti-dilutive shares | 1,488,519 | ||||||
Vested R S Us [Member] | |||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||
Anti-dilutive shares | 970,389 | ||||||
Vested D S Us [Member] | |||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||
Anti-dilutive shares | 540,032 | ||||||
Common Class A [Member] | |||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||
Weighted average shares of Basic and diluted | 48,670,776 | ||||||
Net loss per share attributable to Basic and diluted | $ (0.37) |
Fair value measurements (Detail
Fair value measurements (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Fair Value, Inputs, Level 1 [Member] | ||
Liabilities | ||
Forward purchase option derivative | ||
Earn-out liabilities | ||
Warrant liabilities | ||
Total | ||
Deferred compensation – phantom units | ||
Warrant liabilities beginning balance | ||
Deferred compensation - phantom units beginning balance | ||
Forward purchase option derivative, ending balance | ||
Earn-out liabilities ending balance | ||
Warrant liabilities ending balance | ||
Fair Value, Inputs, Level 2 [Member] | ||
Liabilities | ||
Forward purchase option derivative | ||
Earn-out liabilities | ||
Warrant liabilities | ||
Total | ||
Deferred compensation – phantom units | ||
Warrant liabilities beginning balance | ||
Deferred compensation - phantom units beginning balance | ||
Forward purchase option derivative, ending balance | ||
Earn-out liabilities ending balance | ||
Warrant liabilities ending balance | ||
Fair Value, Inputs, Level 3 [Member] | ||
Liabilities | ||
Forward purchase option derivative | (8,205) | |
Earn-out liabilities | (7,000) | |
Warrant liabilities | (100) | (1,380) |
Total | (15,305) | (9,701) |
Deferred compensation – phantom units | (8,321) | |
Warrant liabilities beginning balance | (1,380) | |
Deferred compensation - phantom units beginning balance | (8,321) | |
Forward purchase option derivative, ending balance | (8,205) | |
Earn-out liabilities ending balance | (7,000) | |
Warrant liabilities ending balance | (100) | |
Fair Value, Inputs, Level 3 [Member] | Forward Purchase Option Derivative [Member] | ||
Liabilities | ||
Forward purchase option derivative | (8,205) | |
Forward purchase option derivative, beginning balance | ||
Additions | 16,615 | |
Changes in fair value | (24,820) | |
Relcassified to equity | ||
Forward purchase option derivative, ending balance | (8,205) | |
Fair Value, Inputs, Level 3 [Member] | Earn Out Liability [Member] | ||
Liabilities | ||
Earn-out liabilities | (7,000) | |
Earn-out liabilities beginning balance | ||
Additions | (74,100) | |
Changes in fair value | 67,100 | |
Relcassified to equity | ||
Earn-out liabilities ending balance | (7,000) | |
Fair Value, Inputs, Level 3 [Member] | Warrant Liability [Member] | ||
Liabilities | ||
Warrant liabilities | (100) | (1,380) |
Warrant liabilities beginning balance | (1,380) | |
Additions | ||
Changes in fair value | (436) | |
Relcassified to equity | 1,716 | |
Warrant liabilities ending balance | (100) | |
Fair Value, Inputs, Level 3 [Member] | Deferred Compensation Phantom Units [Member] | ||
Liabilities | ||
Deferred compensation – phantom units | $ (8,321) | |
Deferred compensation - phantom units beginning balance | (8,321) | |
Additions | ||
Changes in fair value | (6,783) | |
Relcassified to equity | 15,104 | |
Deferred compensation - phantom units ending balance |
Commitments and contingencie _2
Commitments and contingencie (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Commitments and Contingencies Disclosure [Abstract] | |||
2022 | $ 563 | ||
2023 | 2,276 | ||
2024 | 1,228 | ||
2025 | 151 | ||
2026 | 152 | ||
Thereafter | 732 | ||
Total minimum lease payments | 5,102 | ||
Less: Imputed interest | (930) | ||
Total operating lease liabilities | $ 4,172 | $ 5,445 | $ 5,967 |
Liquidity (Details Narrative)
Liquidity (Details Narrative) - USD ($) $ in Thousands | 9 Months Ended | |||
Sep. 30, 2022 | Nov. 15, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Line of Credit Facility [Line Items] | ||||
Cash equivalents | $ 4,464 | $ 10,617 | $ 6,021 | |
Contribute cash | 30,000 | |||
Subsequent Event [Member] | Revolving Credit Facility [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Principal amount | $ 36,200 | |||
Subsequent Event [Member] | Term Loan [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Principal amount | 51,000 | |||
Subsequent Event [Member] | Subordinated Term Loan [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Principal amount | $ 20,000 | |||
Binding [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Commitments and Contingencies (Note 6) | 30,000 | |||
Revolving Credit Facility [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Cash equivalents | 4,500 | |||
Accounts receivable | 58,700 | |||
Unbilled accounts receivable | 62,800 | |||
Borrow amount | 21,200 | |||
Revolving Credit Facility [Member] | Borrowings [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Borrow amount | 60,000 | |||
Revolving Credit Facility [Member] | Borrowings [Member] | Yorkville Investor [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Number of shares sales amount | $ 200,000 |