Rubicon (RBTC) S-1/A 11 May 23 IPO registration (amended) Financial data

Cover

Cover	12 Months Ended
	Dec. 31, 2022
Entity Addresses [Line Items]
Document Type	S-1/A
Amendment Flag	true
Amendment Description	Amendment No. 3
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	335 Madison Avenue
Entity Address, Address Line Two	4th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10017
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	335 Madison Avenue
Entity Address, Address Line Two	4th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10017
City Area Code	844
Local Phone Number	479-1507
Contact Personnel Name	Philip Rodoni

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Current Assets:
Cash and cash equivalents	$ 10,079	$ 10,617
Accounts receivable, net	65,923	42,660
Contract assets	55,184	56,984
Prepaid expenses	10,466	6,227
Other current assets	2,109	1,769
Related-party notes receivable	7,020
Total Current Assets	150,781	118,257
Property and equipment, net	2,644	2,611
Operating right-of-use assets	2,827	3,920
Other noncurrent assets	4,764	4,558
Goodwill	32,132	32,132
Intangible assets, net	10,881	14,163
Total Assets	204,029	175,641
Current Liabilities:
Accounts payable	75,113	47,531
Line of credit	51,823	29,916
Accrued expenses	108,002	65,538
Deferred compensation		8,321
Contract liabilities	5,888	4,603
Operating lease liabilities, current	1,880	1,675
Warrant liabilities	20,890	1,380
Debt obligations, net of debt issuance costs	3,771	22,666
Total Current Liabilities	267,367	181,630
Long-Term Liabilities:
Deferred income taxes	217	178
Operating lease liabilities, noncurrent	1,826	3,770
Debt obligations, net of debt issuance costs	69,458	51,000
Related-party debt obligations, net of debt issuance costs	10,597
Derivative liabilities	826
Earn-out liabilities	5,600
Other long-term liabilities	2,590	367
Total Long-Term Liabilities	91,114	55,315
Total Liabilities	358,481	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 December 31, 2022
Additional paid-in capital	34,658
Members’ deficit		(61,304)
Accumulated deficit	(337,875)
Total stockholders’ deficit attributable to Rubicon Technologies, Inc.	(303,199)
Noncontrolling interests	148,747
Total Stockholders’ Deficit /Members’ Deficit	(154,452)	(61,304)
Total Liabilities and Stockholders’ (Deficit) Equity/ Members’ (Deficit) Equity	204,029	175,641
Common Class A [Member]
Stockholders’ (Deficit) Equity/Members’ (Deficit) Equity:
Common stock value	6
Common Class V [Member]
Stockholders’ (Deficit) Equity/Members’ (Deficit) Equity:
Common stock value	$ 12

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical)	Dec. 31, 2022 $ / shares shares
Preferred stock, par value | $ / shares	$ 0.0001
Preferred stock, shares authorized	10,000,000
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0
Common Class A [Member]
Common stock, par value | $ / shares	$ 0.0001
Common stock, authorized shares	690,000,000
Common stock, shares issued	55,886,692
Common stock, shares outstanding	55,886,692
Common Class V [Member]
Common stock, par value | $ / shares	$ 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 - USD ($) $ in Thousands	2 Months Ended	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Revenue:
Service		$ 589,810	$ 500,911
Recyclable commodity		85,578	82,139
Total revenue		675,388	583,050
Cost of revenue (exclusive of amortization and depreciation):
Service		569,750	481,642
Recyclable commodity		78,083	77,030
Total cost of revenue (exclusive of amortization and depreciation)		647,833	558,672
Sales and marketing		16,177	14,457
Product development		37,450	22,485
General and administrative		221,493	52,915
Amortization and depreciation		5,723	7,128
Total Costs and Expenses		928,676	655,657
Loss from Operations		(253,288)	(72,607)
Other Income (Expense):
Interest earned		2	2
Gain on forgiveness of debt			10,900
Loss on change in fair value of warrant liabilities		(1,777)	(606)
Gain on change in fair value of earn-out liabilities		68,500
Loss on change in fair value of derivatives		(72,641)
Excess fair value over the consideration received for SAFE		(800)
Excess fair value over the consideration received for pre-funded warrant		(14,000)
Gain on service fee settlements in connection with the Mergers		12,126
Other expense		(2,954)	(1,055)
Interest expense		(16,863)	(11,455)
Total Other Income (Expense)		(28,407)	(2,214)
Loss Before Income Taxes		(281,695)	(74,821)
Income tax expense (benefit)		76	(1,670)
Net Loss		(281,771)	(73,151)
Net loss attributable to Holdings LLC unitholders prior to the Mergers		(228,997)	(73,151)
Net loss attributable to noncontrolling interests		(22,621)
Net Loss Attributable to Class A Common Stockholders		$ (30,153)
Net loss per Class A Common share basic and diluted	$ (0.60)
Weighted average shares outstanding, basic and diluted	49,885,394

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' (DEFICIT) EQUITY - 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	$ 543							543
Net loss	(73,151)							(73,151)
Activities subsequent to the Mergers
Warrants exercised	$ 32,490							32,490
Warrants exercised, shares	1,083,008
Ending balance, value at Dec. 31, 2021	$ (61,304)							(61,304)
Ending balance, shares at Dec. 31, 2021	33,509,272
Activities prior to the Mergers:
Compensation costs related to incentive units	$ 230							230
Net loss	(228,997)							(228,997)
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
Reclassification of SAFEShares	880,000
Phantom units rollover					15,104			15,104
Reverse recapitalization	$ (238,226)				180,630	57,596
Reverse recapitalization, shares	(37,521,426)
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 interest						(171,368)	171,368
Activities subsequent to the Mergers
Equity-based compensation					16,571			16,571
Issuance of common stock in connection with SEPA		$ 0			892			892
Issuance of common stock in connection with SEPA, 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)
Retirement of common stock in connection with the termination of the Forward Purchase Agreement		$ 0				(4,644)		(4,644)
Retirement of common stock in connection with the termination of the Forward Purchase Agreement, shares		(2,222,119)
Issuance of common stock for services rendered		$ 1			15,600			15,601
Issuance of common stock for services rendered ,Shares		7,302,155
Exercise and conversion of liability classified warrants		$ 0			1,595			1,595
Exercise and conversion of liability classified warrants shares		1,092,417
Net loss						(30,153)	(22,621)	(52,774)
Ending balance, value at Dec. 31, 2022		$ 6	$ 12		$ 34,658	$ (337,875)	$ 148,747	$ (154,452)
Ending balance, shares at Dec. 31, 2022		55,886,692	115,463,646

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Cash flows from operating activities:
Net loss	$ (281,771)	$ (73,151)
Adjustments to reconcile net loss to net cash flows from operating activities:
Loss on disposal of property and equipment	(44)
Amortization and depreciation	5,723	7,128
Amortization of debt issuance costs	3,490	1,563
Paid-in-kind interest capitalized to principal of related-party debt obligations	30
Bad debt reserve	(2,631)	4,926
Loss on change in fair value of warrant labilities	1,777	606
Loss on change in fair value of derivatives	72,641
Gain on change in fair value of earn-out liabilities	(68,500)
Excess fair value over the consideration received for SAFE	800
Excess fair value over the consideration received for pre-funded warrant	14,000
Loss on SEPA commitment fee settled in Class A Common Stock	892
Equity-based compensation	94,204	543
Phantom unit expense	6,783	7,242
Gain on forgiveness of debt		(10,900)
Gain on service fee settlement in connection with the Mergers	(12,126)
Deferred income taxes	39	(1,720)
Change in operating assets and liabilities:
Accounts receivable	(20,632)	(2,567)
Contract assets	1,800	(13,627)
Prepaid expenses	(4,421)	(2,470)
Other current assets	(472)	117
Operating right-of-use assets	1,093	(36)
Other noncurrent assets	(180)	(89)
Accounts payable	27,582	5,616
Accrued expenses	29,030	16,670
Contract liabilities	1,285	610
Operating lease liabilities	(1,739)	(522)
Other liabilities	223	200
Net cash flows from operating activities	(131,036)	(59,861)
Cash flows from investing activities:
Property and equipment purchases	(1,406)	(1,971)
Forward purchase option derivative purchase	(68,715)
Settlement of forward purchase option derivative	(6,000)
Intangible asset purchases		(2,031)
Net cash flows from investing activities	(76,121)	(4,002)
Cash flows from financing activities:
Net borrowings on line of credit	21,907	543
Proceeds from debt obligations	7,000	42,254
Repayments of debt obligations	(6,000)	(3,000)
Proceeds from related party debt obligations	3,510
Financing costs paid	(4,021)	(2,771)
Proceeds from warrant exercise		32,490
Proceeds from SAFE	8,000
Proceeds from pre-funded warrant	6,000
Payments for loan commitment asset	(1,447)
Payments of deferred offering costs		(1,057)
Proceeds from the Mergers	196,778
Equity issuance costs	(25,108)
Net cash flows from financing activities	206,619	68,459
Net change in cash and cash equivalents	(538)	4,596
Cash, beginning of year	10,617	6,021
Cash, end of year	10,079	10,617
Supplemental disclosure of cash flow information:
Cash paid for interest	12,234	8,366
Supplemental disclosures of non-cash investing and financing activities:
Exchange of warrant liabilities for Class A and Class V Common Stock	3,311
Conversion of SAFE for Class B Units	8,800
Establishment of earn-out liabilities	74,100
Equity issuance costs accrued but not paid	13,433
Equity issuance costs settled with Class A Common Stock	17,000
Fair value of warrants issued as debt discount		773
Fair value of warrants issued for debt issuance cost	430
Fair value of warrants issued for loan commitment asset	615
Cost accrued for settlement of forward purchase option derivative but not paid	$ 2,000

Nature of operations and summar

Nature of operations and summary of significant accounting policies	12 Months Ended
	Dec. 31, 2022
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 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 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 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. The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, (ii) which we recognize revenue at the amount to which the Company has the right to invoice for services performed and (iii) variable consideration which is allocated entirely to a wholly unsatisfied performance obligation. After applying these optional exemptions, the aggregate amount of the transaction price allocated to unsatisfied or partially satisfied performance obligations as of December 31, 2022 and 2021 was insignificant. 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 amortization and depreciation expenses on the consolidated statements of operations. Cash and Cash Equivalents Accounts Receivable Based on management’s assessment, the Company provides for estimated uncollectible amounts through a charge to operations and a credit to an allowance for doubtful accounts. Balances that remain outstanding after the Company has used reasonable collection efforts are written off through a charge to the allowance and a credit to accounts receivable. As of December 31, 2022 and 2021, the allowance for doubtful accounts was $ 3.6 8.6 Contract Balances Contract assets represent the Company’s right to consideration based on satisfied performance obligations from contracts with customers but have not yet been invoiced to the customer. Accounting for contract assets requires estimates and assumptions regarding the quantity of waste collected by their vendors. The Company estimates service quantities and frequencies using historical transaction and market data based on the waste stream composition, equipment type, and equipment size. The changes in contract assets during 2022 and 2021 were as follows (in thousands): Schedule of changes in contract assets Balance, January 1, 2021 $ 43,357 Invoiced to customers in the current period (43,513 ) Changes in estimate related to the prior period 156 Estimated accrual related to the current period 56,984 Balance, December 31, 2021 56,984 Invoiced to customers in the current period (50,085 ) Changes in estimate related to the prior period (6,899 ) Estimated accrual related to the current period 55,184 Balance, December 31, 2022 $ 55,184 Contract liabilities consists of amounts collected prior to having satisfied the performance obligation. The Company periodically invoices customers for recurring services in advance. During the year ended December 31, 2022, the Company recognized $ 4.4 4.0 Accrued Hauler Expenses The changes in accrued hauler expenses during 2022 and 2021 were as follows (in thousands): Schedule of changes in accrued hauler expenses Balance, January 1, 2021 $ 37,429 Invoiced by vendors in the current period (37,726 ) Changes in estimate related to the prior period 297 Estimated accrual related to the current period 49,607 Balance, December 31, 2021 49,607 Invoiced by vendors in the current period (42,414 ) Changes in estimate related to the prior period (7,193 ) Estimated accrual related to the current period 44,773 Balance, December 31, 2022 $ 44,773 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. See Note 17 for further information regarding fair value measurements. Property and Equipment Lives used for depreciation calculations are as follows: Schedule of Lives 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. Offering Costs 0 1.1 67.3 53.9 13.4 12.1 0 Advertising 2.5 1.5 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. Based on the cumulative evidence obtained during the test, management concluded no Impairment of Long-Lived Assets no Debt Issuance Costs Customer Acquisition Costs 0 0 1.1 2.5 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 December 31, 2022, the Company has both liability-classified and equity-classified warrants outstanding. See Note 10 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 December 31, 2022, the Earn-out Interests had a fair value of $ 5.6 68.5 Noncontrolling Interest Upon completion of the Mergers, Rubicon Technologies, Inc. issued shares of Class V Common Stock, each of which is exchangeable into an equal number of Class A Common Stock. Shares of Class V Common Stock are non-economic voting shares in Rubicon Technologies, Inc. where shares of Class V Common Stock each have one vote per share. The financial results of Holdings LLC were consolidated into Rubicon Technologies, Inc. and 69.8% of Holdings LLC’s net loss during the period of August 15, 2022, the Closing Date, through December 31, 2022 was allocated to NCI. Income Taxes The Company accounts for income taxes in accordance with ASC Topic 740, Accounting for Income Taxes 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. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. As of December 31, 2022 or 2021, the Company has no tax positions that met this threshold and, therefore, has not recognized such benefits. 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. Although distributions to the U.S. are generally not subject to U.S. federal taxes, the Company continues to assert permanent reinvestment of foreign earnings. Due to the timing and circumstances of repatriation of such earnings, if any, it is not practicable to determine the unrecognized deferred tax liability relating to such amounts. See Note 18 for additional information on income taxes. 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. A TRA liability is determined and recorded under ASC 450, “ Contingencies 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 16 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 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.

Recent accounting pronouncement

Recent accounting pronouncements	12 Months Ended
	Dec. 31, 2022
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 December 31, 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

Mergers

Mergers	12 Months Ended
	Dec. 31, 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 the Rubicon Interests immediately before the Closing, other than the Blocker Companies (the “Blocked Unitholders”), were issued Class B Units (the “Rubicon Continuing Unitholders”), (b) the 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. At the consummation of the Mergers, the Company incurred approximately $47.6 million of one-time compensation costs associated with Rubicon management rollover consideration under the Merger Agreement, which is payable in cash or equity at our discretion. On October 19, 2022, the Company granted certain RSU awards, valued at $3.5 million, as replacement awards for $13.9 million of the accrued management rollover consideration. The replacement awards resulted in a $10.4 million gain, which was recognized in general and administrative expenses in the consolidated statement of operations for the year ended December 31, 2022. The remaining $33.7 million of compensation expenses related to the Rubicon Management Rollover Holders’ RSUs and DSUs have been recognized in accrued expenses on the accompanying consolidated balance sheet as of December 31, 2022. - 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 53.9 12.1

Property and equipment

Property and equipment	12 Months Ended
	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
Property and equipment	Note 4— Property and equipment Property and equipment, net is comprised of the following at December 31 (in thousands): Schedule of property and equipment 2022 2021 Computers, equipment and software $ 3,791 $ 2,968 Customer equipment 1,485 1,122 Furniture and fixtures 1,699 1,570 Leasehold improvements 3,772 3,769 Total property and equipment 10,747 9,429 Less accumulated amortization and depreciation (8,103 ) (6,818 ) Total property and equipment, net $ 2,644 $ 2,611 Property and equipment amortization and depreciation expenses for the years ended December 31, 2022 and 2021 totaled $ 1.3 1.6

Debt

Debt	12 Months Ended
	Dec. 31, 2022
Debt Disclosure [Abstract]
Debt	Note 5— Debt Revolving Credit Facility 60.0 December 14, 2021 4.50 6.00 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 9.7 December 31, 2022 5.0 25.0 The maturity date of the Revolving Credit Facility was subsequently amended to the earlier of (a) December 14, 2025, (b) the maturity of the Term Loan and (c) the maturity of the Subordinated Term Loan(See Note 23). In accordance with ASC 470-50, 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, necessitates the Revolving Credit Facility be classified as a current liability on the consolidated balance sheets. The acceleration clause allows for outstanding borrowings 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, 2022, the Company’s total outstanding borrowings under the Line of Credit were $ 51.8 5.6 29.9 23.0 The Company capitalized $ 0.9 0.1 0.2 0.5 Term Loan Facilities 20.0 9.5 13.6 11.5 March 29, 2024 On March 24, 2021, the Company entered into an amendment to the Term Loan agreement, increasing the principal amount of the facility to $ 60.0 On October 15, 2021, the Company entered into an amendment to the Term Loan agreement, adding terms permitting the Company to enter into additional subordinated loan agreements. 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 V Common Stock upon the consummation of the Mergers. 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 debt and/or equity securities by November 23, 2022, which was subsequently extended to November 30, 2022, and additional $25.0 million from the issuance securities by the earlier of (i) 5 business days after the date the Company’s Form S-1 filed with the SEC on August 22, 2022 becomes effective, and (ii) January 31, 2023, which was subsequently extended to February 3, 2023 (see Note 23). The Company met this fund raise commitment. The amended Term Loan agreement also requires the Company to cause the Yorkville Investor (See Note 13) to purchase the maximum amount of the Company’s equity interests available under the SEPA (See Note 13) 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. In accordance with ASC 470-50, Debt – Modifications and Extinguishments The Term Loan also includes a qualified equity contributions requirement, requiring the Company to raise $ 50.0 20.0 2.6 The Company capitalized $ 2.8 2.1 1.8 1.0 On December 22, 2021, the Company entered into a $ 20.0 December 22, 2022 15.0 On November 18, 2022, the Company entered into an amendment to the Subordinated Term Loan agreement, modifying its maturity date to December 31, 2023, which was subsequently extended to March 29, 2024 (see Note 23). Concurrently, the Company entered into an amendment to the Subordinated Term Loan Warrants agreements. In accordance with ASC 470-50, Debt – Modifications and Extinguishments On December 21, 2022, the Subordinated Term Loan Warrants were converted into Class A Common Stock. The Company capitalized $ 0.3 1.5 1.3 The Revolving Credit Facility, the Term Loan and the Subordinated Term Loan are subject to certain cross default provisions under the intercreditor agreements. See Note 10 for further information regarding the Term Loan Warrants and the Subordinated Term Loan Warrants. Convertible Debentures 7.0 May 30, 2024 4.0 On December 16, 2022, the Company issued convertible debentures to certain members of the Company’s management team and board of directors, and certain other existing investors of the Company for a total principal amount of $ 11.9 10.5 June 16, 2024 6.0 the company had received $3.5 million of the total $10.5 million net proceeds from the investors. The remaining $7.0 million was subsequently received in 2023 (see Note 23) and is recorded in related-party notes receivable on the accompanying consolidated balance sheet as of December 31, 2022. Components of the Company’s debt obligations were as follows (in thousands): Schedule of components of long-term debt As of December 31, 2022 2021 Term loan balance $ 71,000 $ 77,000 Convertible debt balance 7,000 - Related-party convertible debt balance 11,964 - Less unamortized debt issuance costs and discounts (6,138 ) (3,334 ) Total borrowed 83,826 73,666 Less short-term debt obligation balance (3,771 ) (22,666 ) Long-term debt obligation balance $ 80,055 $ 51,000 At December 31, 2022, the future aggregate maturities of debt obligations are as follows (in thousands): Schedule of maturities of long-term debt Fiscal Years Ending December 31, 2023 $ 6,000 2024 83,964 Total $ 89,964 PPP Loans The Company elected to repay $ 2.3 10.8 2.3 10.9 0 Interest expense related to the Revolving Credit Facility, Term Loan Facilities, PPP Loans, YA Convertible Debt and Insider Convertible Debt was $ 16.9 11.5

Accrued expenses

Accrued expenses	12 Months Ended
	Dec. 31, 2022
Payables and Accruals [Abstract]
Accrued expenses	Note 6— Accrued expenses Accrued expenses consist of the following as of December 31 (in thousands): Schedule of Accrued expenses 2022 2021 Accrued hauler expenses $ 44,773 $ 49,607 Accrued compensation 43,054 9,656 Accrued income taxes 9 3 Accrued Mergers transaction expenses 13,433 - Other accrued expenses 6,733 6,272 Total accrued expenses $ 108,002 $ 65,538

Goodwill and other intangibles

Goodwill and other intangibles	12 Months Ended
	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill and other intangibles	Note 7— Goodwill and other intangibles The Company holds certain intangible assets recorded in accordance with the accounting policies disclosed in Note 1. Intangible assets consisted of the following (in thousands): Schedule of Intangible Assets and Goodwill December 31, 2022 Useful Life Gross Accumulated Amortization Net Trade Name 5 $ 728 $ (728 ) $ - Customer and hauler relationships 2 8 20,976 (12,141 ) 8,835 Non-competition agreements 3 4 550 (550 ) - Technology 3 3,178 (1,967 ) 1,211 Total finite-lived intangible assets 25,432 (15,386 ) 10,046 Domain Name Indefinite 835 - 835 Total intangible assets $ 26,267 $ (15,386 ) $ 10,881 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 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 of these intangible assets for the years ended December 31, 2022 and 2021 was $ 3.3 3.0 Schedule of Finite- Lived Intangible Assets, Future Amortization Expense Fiscal Years Ending December 31, 2023 $ 3,220 2024 3,110 2025 2,559 2026 1,157 Future amortization of intangible assets $ 10,046 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. The carrying amounts of goodwill were as follows (in thousands): Schedule of goodwill Balance at January 1, 2021 $ 32,132 Balance at December 31, 2021 $ 32,132 Balance at December 31, 2022 $ 32,132

Leases

Leases	12 Months Ended
	Dec. 31, 2022
Leases [Abstract]
Leases	Note 8— 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): Schedule of right-of-use assets and operating lease liabilities Schedule of right-of-use assets and operating lease liabilities As of December 31, 2022 2021 Assets Right-of-use assets $ 2,827 $ 3,920 Liabilities Current lease liabilities 1,880 1,675 Non-current lease liabilities 1,826 3,770 Total liabilities $ 3,706 $ 5,445 Lease expense information related to operating leases is as follows (in thousands): Schedule of operating lease expense Schedule of operating lease expense 2022 2021 Lease expense Operating lease expense $ 1,631 $ 1,507 Short-term lease expense 419 601 Less: Sublease income (802 ) (802 ) Total lease expense $ 1,248 $ 1,306 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 $ 2.2 2.0 As of December 31, 2022 and 2021, operating leases had weighted-average remaining lease terms of approximately 4.2 4.6 11.40 11.43 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, 2022 consolidated balance sheet (in thousands). Schedule of reconciliation to the amount of the liabilities Years Ending December 31, 2023 $ 2,276 2024 1,228 2025 151 2026 152 2027 154 Thereafter 578 Total minimum lease payments 4,539 Less: Imputed interest (833 ) Total operating lease liabilities $ 3,706 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) and S

Members’ equity (deficit) and Stockholders’ equity (deficit)	12 Months Ended
	Dec. 31, 2022
Equity [Abstract]
Members’ equity (deficit) and Stockholders’ equity (deficit)	Note 9— Members’ equity (deficit) and Stockholders’ equity (deficit) Members’ equity (deficit) Schedule of immediately before the Closing Authorized as of Held by Members as of August 15, 2022 December 31, 2021 August 15, 2022 December 31, 2021 Common units 34,438,298 34,438,298 13,452,262 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 6,530,128 59,504,853 59,504,853 37,521,426 33,509,272 The founding member held 8,278,000 common units. During 2021, Holdings LLC received $ 32.5 1,083,008 Under the terms of the LLC Operating Agreement, allocations of profits, losses, capital gains, and distributions were 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 LLC Operating Agreement also contained provisions governing the sale of the founding member’s interest in certain circumstances. The LLC Operating Agreement also provided for certain limitations of liability of operating managers upon good faith distributions of funds in accordance with the LLC Operating Agreement and limited each member’s liability to their respective capital contribution. Stockholders’ equity (deficit) The table set forth below reflects information about the Company’s equity as of December 31, 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 55,886,692 55,886,692 Class V Common Stock 275,000,000 115,463,646 115,463,646 Preferred Stock 10,000,000 - - Total shares as of December 31, 2022 975,000,000 171,350,338 171,350,338 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.

Warrants

Warrants	12 Months Ended
	Dec. 31, 2022
Warrants
Warrants	Note 10— Warrants Series E Warrants 844,000 30.00 During 2019, the Company issued to the Series E unit holders a total of 240,725 During 2021, the Company received $ 32.5 1,083,008 The following table summarizes Series E warrant activity as of and for the years ended December 31, 2022 and 2021: Schedule of Series E warrant activity Number Weighted Average Exercise Price Per Warrant Outstanding – January 1, 2021 1,084,725 30.00 Granted - - Exercised (1,083,008 ) 30.00 Expired (1,717 ) 30.00 Outstanding - December 31, 2021 - - Granted - - Exercised - - Expired - - Outstanding - December 31, 2022 - $ - Public Warrants and Private Warrants Company assumed a total of 30,016,851 outstanding warrants to purchase one share of the Company’s Class A Common Stock with an exercise price of $11.50 per share. 14,204,375 In accordance with the guidance contained in ASC 815-40, Derivatives and Hedging – Contracts in an Entity’s Own Equity The IPO Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the IPO Warrants. The IPO Warrants became exercisable on September 14, 2022, 30 days after the Closing and no IPO Warrants has been exercised through December 31, 2022. The IPO 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 per Warrant; - upon not less than 30 days’ prior written notice to each IPO 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 IPO Warrant holders. Warrant Liabilities 62,003 0.01 Distinguishing Liabilities from Equity 0.7 1.3 0.5 0.6 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 did not repay the Subordinated Term Loan on or prior to the original maturity date of December 22, 2022, the lender would receive 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, and the tenth anniversary of the issuance date. Additionally, if the Company did not repay the Subordinated Term Loan on or prior to the maturity date, the Subordinated Term Loan Warrants would 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 repaid the Subordinated Term Loan on or prior to the maturity date, the Subordinated Term Loan Warrants would automatically terminate and be voided and no Subordinated Term Loan Warrant would be exercisable. On November 18, 2022, 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, (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 until the Company repays the Subordinated Term Loan in full. The Company determined that the Subordinated Term Loan Warrants required liability classification pursuant to ASC 480 Distinguishing Liabilities from Equity 0.1 0.1 On November 30, 2022, the Company issued a pre-funded warrant for a purchase price of $6.0 million which was paid by the Yorkville Investor upon issuance (the “YA Warrant”). The YA Warrant is exercisable into $20.0 million of shares of Class A Common Stock at exercise price of $0.0001 per share any time on or after the earlier of (i) August 30, 2023, and (ii) the date upon which all of the YA Convertible Debentures (as defined in Note 13) to be issued have been fully repaid by the Company or fully converted into shares of Class A Common Stock. The Company determined that the YA Warrant required liability classification pursuant to ASC 480 Distinguishing Liabilities from Equity 20.0 20.0 Pursuant to the YA SPA executed with the Yorkville Investor on November 30, 2022 (See Note 13), the Company committed to issue a warrant to an advisor for certain professional services provided in connection with the issuance of the facilities (the “Advisor Warrant”). The Advisor Warrant would grant the right to purchase up to 500,000 shares of Class A Common Stock at the exercise price of $0.01 any time prior to November 30, 2025. The Advisor Warrant was issued on January 16, 2023 (See Note 23). Prior to the issuance of the Advisor Warrant, pursuant to ASC 480 Distinguishing Liabilities from Equity, 1.0 0.9

Equity Investment Agreement

Equity Investment Agreement	12 Months Ended
	Dec. 31, 2022
Equity Investment Agreement
Equity Investment Agreement	Note 11— Equity Investment Agreement On May 25, 2022, the Company entered into the Rubicon Equity Investment Agreement with certain investors who are affiliated with Andres Chico (a member of the Company’s board of directors) and Jose Miguel Enrich (a beneficial owner of greater than 10% of the issued and outstanding Class A Common Stock and Class V Common Stock), 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	12 Months Ended
	Dec. 31, 2022
Forward Purchase Agreement
Forward Purchase Agreement	Note 12— Forward Purchase Agreement On August 4, 2022, the Company and the FPA Sellers 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 On November 30, 2022, the Company and the FPA Sellers entered into the FPA Termination Agreement and terminated the Forward Purchase Agreement. Pursuant to the FPA Termination Agreement, (i) the Company made a one-time $6.0 million cash payment to the FPA Sellers upon execution of the FPA Termination Agreement and agreed to make a $2.0 million payment to the FPA Sellers, which can be settled in cash or shares of Class A Common Stock at the Company’s sole option, on or around the earlier of (a) May 30, 2024 (the “FPA Lock-Up Date”), and (b) six months following 90% or more of the YA Convertible Debentures is repaid or converted into shares of Class A Common Stock (the “FPA Earlier Lock-Up Date”), (ii) the FPA Sellers forfeited and returned to the Company 2,222,119 shares of Class A Common Stock which the Company subsequently canceled, and further agreed not to transfer any of 2,140,848 shares of Class A Common Stock the FPA Sellers retained until the earlier of (a) the FPA Lock-Up Date, and (b) the FPA Earlier Lock-Up Date. The value of 2,222,119 shares of Class A Common Stock returned by the FPA Seller and subsequently canceled by the Company was $4.6 million as of the FPA Termination Agreement execution date, which was recognized in common stock – Class A and accumulated deficit on the consolidated balance sheet. The $2.0 million obligation has been included in other long-term liabilities on the accompanying consolidated balance sheet as of December 31, 2022. In accordance with ASC 815, Derivatives and Hedging Termination Agreement execution date, and recognized $16.6 million of derivative asset and $3.4 million of derivative liability on the consolidated balance sheets, respectively. The Company recorded a total of $72.1 million in losses on its consolidated statement of operations for the year ended December 31, 2022. This total loss is made up of two parts: (i) a $52.1 million loss at issuance, calculated as the difference between the amount paid to purchase the forward purchase option derivative and the fair value of this derivative on the Closing Date, and (ii) a $20.0 million loss, calculated as the difference in fair value of the forward purchase option derivative as of the Closing Date and as of the FPA Termination Agreement execution date. Upon execution of the FPA Termination Agreement, the Company also derecognized $3.4 million of the forward purchase option derivative from derivative liabilities on the consolidated balance sheet. There were no derivative assets or liabilities related to the forward purchase option derivative outstanding as of December 31, 2022 and 2021.

Yorkville Facilities

Yorkville Facilities	12 Months Ended
	Dec. 31, 2022
Yorkville Facilities
Yorkville Facilities	Note 13— Yorkville Facilities Standby Equity Purchase Agreement Company entered into a Standby Equity Purchase Agreement (“SEPA”) with the Yorkville Investor, which was subsequently amended on November 30, 2022. 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, and 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 Securities Purchase Agreement Pursuant to execution of the YA SPA, the Company made a $0.4 million payment in cash and committed to issue the Advisor Warrant for certain professional services provided by a third party professional service firm in connection with the issuance of the facilities. The Advisor Warrant was issued on January 16, 2023. See Note 10 for additional information regarding the Advisor Warrant. The cash payment and the Advisor Warrant were recognized as debt issuance cost upon execution of the YA SPA, YA Convertible Debentures and YA Warrant. Pursuant to the YA SPA, the Yorkville Investor committed to purchase a YA Convertible Debenture in the principal amount of $ 10.0 10.0 2.1 In accordance with ASC 815, Derivatives and Hedging

Equity-based compensation

Equity-based compensation	12 Months Ended
	Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]
Equity-based compensation	Note 14— Equity-based compensation During the year ended December 31, 2022, the Company recorded stock-based compensation related to our 2014 and 2022 Plans (as defined below). As more fully described in Note 1, the Company completed the Mergers with Founder SPAC on August 15, 2022, and all Incentive Units and Phantom Units fully vested as of the Closing Date, and the original operating agreement was terminated and replaced by a new operating agreement consistent with the Company’s Up-C structure. Included within cost of revenue, sales and marketing, product development, and general and administrative expenses are equity-based compensation expenses as follows (in thousands): Schedule Of cost of revenue, sales and marketing, product development, and general and administrative expenses Years Ended December 31, 2022 2021 Cost of revenue $ 72 $ - Sales and marketing 23 - Product development 37 - General and administrative 100,855 7,785 Total equity-based compensation $ 100,987 $ 7,785 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. The unrecognized compensation cost related to the 2014 Plan that was remaining at the Closing was recognized as expense upon consummation of the Mergers. Incentive Units Management utilized the Black-Scholes-Merton option pricing model to determine the fair value of units issued. No incentive units were granted during the year ended December 31, 2022. Incentive units granted in 2021 had a weighted average value of $13.40 per unit, resulting in an aggregate fair value of $2.9 million. Compensation expense for all incentive units awarded was recognized over the vesting term of the underlying options. The assumptions used to calculate fair value of incentive units granted for the year ended December 31, 2021 are as follows. The information for the year ended December 31, 2022 is excluded below as no incentive units were granted during 2022. Schedule of no incentive units As of December 31, 2021 Expected dividend yield 0.00 % Risk-free interest rate 1.40 % Expected life in years 3.00 Expected volatility 48.20 % The following represents a summary of the Company’s incentive unit activity and related information during 2021 and 2022 immediately prior to the consummation of the Mergers: Schedule Of Non vested Incentive Units Units Outstanding - January 1, 2021 3,017,191 Granted 214,642 Forfeited/redeemed (147,183 ) Outstanding - December 31, 2021 3,084,650 Granted - Forfeited/redeemed (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 2021 and 2022 immediately prior to the consummation of the Mergers is as follows: Units Weighted Average Grant Date Fair Value Nonvested - January 1, 2021 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 Granted - - Vested (183,711 ) 10.25 Forfeited/redeemed (14,499 ) 10.25 Nonvested – August 15, 2022 - $ - Phantom Units 6.8 7.2 970,389 540,032 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 2,859,270 The following represents a summary of the Company’s RSU activity and related information from immediately after the consummation of the Mergers through December 31, 2022: Schedule of RSUs RSUs Outstanding – August 15, 2022 (prior to the Mergers consummation) - Granted – Phantom Unit exchanges 970,389 Granted – Morris Employment Agreement 8,378,986 Granted – Partial settlement of Management Rollover Consideration 1,828,669 Granted – Non-executive employees 1,665,935 Forfeited (205,041 ) Outstanding – December 31, 2022 (subsequent to the Mergers consummation) 12,638,938 Vested – December 31, 2022 (subsequent to the Mergers consummation) 11,182,243 A summary of nonvested RSUs from immediately after the consummation of the Mergers through December 31, 2022 is as follows: Units Weighted Average Grant Date Fair Value Nonvested - August 15, 2022 (subsequent to the Mergers consummation) - - Granted 12,843,979 2.29 Vested (11,182,243 ) 2.33 Forfeited/redeemed (205,041 ) 1.98 Nonvested – December 31, 2022 1,456,695 $ 1.98 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 $ 94.2 0.5

Employee benefits plan

Employee benefits plan	12 Months Ended
	Dec. 31, 2022
Compensation Related Costs [Abstract]
Employee benefits plan	Note 15— Employee benefits plan Employees are offered the opportunity to participate in the Company’s 401(k) Plan, which is intended to be a tax-qualified defined contribution plan under Section 401(k) of the Internal Revenue Code. Eligible employees may contribute up to $ 20,500 19,500 0.3 0.5

Loss per share

Loss per share	12 Months Ended
	Dec. 31, 2022
Earnings Per Share [Abstract]
Loss per share	Note 16— 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 December 31, 2022. Diluted net loss per share of Class A Common Stock is computed by 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 consolidated financial statements. Therefore, net loss per share information is not presented for periods prior to August 15, 2022. The basic and diluted loss per share for the year ended December 31, 2022 represent only the period from August 15, 2022 to December 31, 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 is not 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 December 31, 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 December 31, 2022 $ (52,774 ) Less: Net loss attributable to non-controlling interests for the period from August 15, 2022 through December 31, 2022 (22,621 ) Net loss for the period from August 15, 2022 through December 31, 2022 attributable to Rubicon Technologies, Inc. – Basic and diluted $ (30,153 ) Denominator: Weighted average shares of Class A Common Stock outstanding – Basic and diluted 49,885,394 Net loss per share attributable to Class A Common Stock – Basic and diluted $ (0.60 ) 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 - 11,182,243 540,032 - 500,000

Fair value measurements

Fair value measurements	12 Months Ended
	Dec. 31, 2022
Fair Value Disclosures [Abstract]
Fair value measurements	Note 17— 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 As of December 31, 2022 Liabilities Level 1 Level 2 Level 3 Warrant liabilities $ - $ (20,890 ) $ - Redemption feature derivative - - (826 ) Earn-out liabilities - - (5,600 ) Total $ - $ (20,890 ) $ (6,426 ) As of 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 Redemption feature derivative Earn-out liabilities Warrant liabilities Deferred December 31, 2021 balances $ - $ - $ (1,380 ) $ (8,321 ) Additions (256 ) (74,100 ) - - Changes in fair value (570 ) 68,500 (1,931 ) (6,783 ) Reclassified to equity - - 3,311 15,104 December 31, 2022 balances $ (826 ) $ (5,600 ) $ - $ - 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. Warrant liabilities Redemption feature derivative The Lattice Model the Company utilized is a single-factor model, which means it only considers uncertainty related to the Company’s stock price. It calculates the value of the option to convert the First YA Convertible Debenture into Class A Common Stock using a binomial tree structure and backward induction. The payoffs of the First YA Convertible Debenture were computed via backward induction and discounted at a blended rate. The key inputs to the Lattice Model are the yield of a hypothetical identical note without the conversion features, and the volatility of common stock. The following table provides quantitative information of the key assumptions utilized in the redemption feature derivative fair value measurements as of measurement dates: Schedule of Redemption feature derivative fair value measurements As of November 30, As of December 31, Price of Class A Common Stock $ 2.09 $ 1.78 Risk-free interest rate 4.56 % 4.60 % Yield 15.6 % 15.6 % Expected volatility 45.0 % 50.0 % The Company measured and recognized the fair value of the redemption feature derivative as of November 30, 2022, the First YA Convertible Debenture issuance date, and December 31, 2022 in derivative liabilities on the consolidated balance sheets, with the respective fair value adjustment recorded in loss on change in fair value of derivatives on the consolidated statement of operation for the year ended December 31, 2022. Earn-out liabilities The following table provides quantitative information of the key assumptions utilized in the earn-out liabilities fair value measurements as of measurement dates: As of August 15, As of December 31, Price of Class A Common Stock $ 10.18 $ 1.78 Risk-free interest rate 2.90 % 4.00 % Expected volatility 35.0 % 65.0 % Expected remaining term 5.0 4.6 The Company measured and recognized the fair value of the Earn-Out Interests as of the Closing Date and December 31, 2022 in earn-out liabilities on the consolidated balance sheet, with the respective fair value adjustment recorded in gain on change in fair value of earn-out liabilities on the consolidated statement of operations for the year ended December 31, 2022. For information regarding the fair value measurement of the forward purchase option derivative, see Note 12. For information regarding the fair value measurement of phantom units, see Note 14.

Income taxes

Income taxes	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Income taxes	Note 18— Income taxes Deferred tax attributes resulting from differences between financial accounting amounts and tax basis of assets and liabilities follow (in thousands): Schedule of basis of assets and liabilities As of Deferred tax assets: 2022 2021 Allowance for doubtful accounts $ 66 $ 55 Accrued vacation - 21 Accrued bonuses - 137 Accruals and reserves - 21 Depreciation 14 11 Interest expense limitation 1,922 1 Investment in partnership 2,548 - Lease liability 153 221 Net operating losses 26,852 2,366 Total deferred tax assets before valuation allowance 31,555 2,833 Less: valuation allowance (29,164 ) - Total deferred tax assets after valuation allowance $ 2,391 $ 2,833 Deferred tax liabilities: Right of use asset $ (142 ) $ (206 ) Intangible assets (1,351 ) (1,831 ) Capitalized transaction costs - 53 Goodwill (1,115 ) (1,027 ) Total deferred tax liabilities $ (2,608 ) $ (3,011 ) Net deferred tax liabilities $ (217 ) (178 ) The provision for income taxes consists of the following (in thousands): Schedule of income taxes consists Years Ended December 31, 2022 2021 Current: Federal $ - $ - State 37 50 Total current 37 50 Deferred: Federal 101 (1,197 ) State (62 ) (523 ) Total deferred 39 (1,720 ) Total income tax expense (benefit) $ 76 $ (1,670 ) The reconciliation between the federal statutory rate and the effective income tax rate is as follows: Schedule of reconciliation between the federal statutory rate and the effective income tax rate December 31, 2022 2021 Statutory U.S. federal tax rate 21.00 % 21.00 % Less: rate attributable to noncontrolling interest -17.52 % -19.27 % State income taxes (net of federal benefit) 0.17 % 0.50 % Permanent differences -2.71 % 0.00 % Effective rate change 0.01 % 0.00 % Increase in valuation allowance -0.96 % 0.00 % Other -0.02 % 0.00 % Effective income tax rate -0.03 % 2.23 % 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. 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. 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, 2022 and 2021, the net deferred tax liability on such indefinite-lived assets was $ 1.1 1.0 During the year ended December 31, 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. As a result, the Company is in a net deferred tax liability position of $ 0.2 29.2 0 As of December 31, 2022, the Company has gross federal and tax-effected state net operating loss (“NOL”) carryforwards of $ 110.8 3.5 3.3 107.5 3.5 Utilization of the U.S. federal and state NOL carryforwards may be subject to a substantial annual limitation under Sections 382 and 383 of the Internal Revenue Code, and corresponding provisions of state law, due to ownership changes that have occurred previously or that could occur in the future. These ownership changes may limit the amount of carryforwards that can be utilized annually to offset future taxable income or tax liabilities. In general, an ownership change, as defined by Section 382, results from transactions increasing the ownership of certain stockholders or public groups in the stock of a corporation by more than 50% over a three-year period. The Company has not completed a Section 382 study for the Mergers, which could create an additional limitation. The Company and its subsidiaries are subject to U.S. federal income tax as well as income taxes in certain state and local jurisdictions. The Company is no longer subject to the Internal Revenue Service (“IRS”) examination for periods prior to 2019. However, carry forward losses that were generated prior to the 2019 tax year may still be adjusted by the IRS if they are used in a future period.

Commitments and contingencies

Commitments and contingencies	12 Months Ended
	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and contingencies	Note 19— Commitments and contingencies In the ordinary course of business, the Company is or may be involved in various legal or regulatory proceedings, claims or purported class actions related to alleged infringement of third-party patents and other intellectual property rights, commercial, corporate and securities, labor and employment, wage and hour and other claims. The Company makes a provision for a liability relating to legal matters when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These provisions are reviewed at least quarterly and adjusted to reflect the impacts of negotiations, estimated settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter. The outcomes of legal proceedings and other contingencies are, however, inherently unpredictable and subject to significant uncertainties. At this time, the Company is not able to reasonably estimate the amount or range of possible losses in excess of any amounts accrued, including losses that could arise as a result of application of non-monetary remedies, with respect to the contingencies it faces, and the Company’s estimates may not prove to be accurate. In management’s opinion, resolution of all current matters is not expected to have a material adverse impact on the Company’s consolidated statements of operations, cash flows or balance sheets. 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.

Related party transactions

Related party transactions	12 Months Ended
	Dec. 31, 2022
Related Party Transactions [Abstract]
Related party transactions	Note 20— Related party transactions Software subscription 4.3 19.3 15.0 35.0 Equity Investment Agreement – Insider convertible debts

Concentrations

Concentrations	12 Months Ended
	Dec. 31, 2022
Risks and Uncertainties [Abstract]
Concentrations	Note 21— Concentrations During the years ended December 31, 2022 and 2021, the Company had two customers who individually accounted for 10% or more of the Company’s total revenue and together for approximately 26 30 38 15

Liquidity

Liquidity	12 Months Ended
	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Liquidity	Note 22— Liquidity During the year ended December 31, 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 December 31, 2022. As of December 31, 2022, cash and cash equivalents totaled $ 10.1 million, accounts receivable totaled $ 65.9 million and unbilled accounts receivable totaled $ 55.2 million. Availability under the Revolving Credit Facility, which provided the ability to borrow up to $ 60.0 million, was $ 5.6 million. Pursuant to the SEPA, the Company has the right to sell up to $ 200.0 million of shares of Class A Common Stock to the Yorkville Investor, subject to certain limitations and conditions set forth in the SEPA, including the requirement that there be an effective registration statement registering such shares for resale and limitations on the volume of shares that may be sold. Additionally, because shares issued under the SEPA are sold at a discount to the then-current market price, in light of the current market price and the NYSE rules limiting the number of shares that can be issued without the approval of the Company’s shareholders, the amount that could currently be raised pursuant to the SEPA is significantly lower than $200.0 million. Furthermore, the amended Term Loan agreement entered into on November 18, 2022 requires 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 5). 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 (i) upsized the maximum borrowing capacity under the Revolving Credit Facility to $ 75.0 million and extended its maturity date to the earlier of (a) December 14, 2025, (b) the maturity of the Term Loan and (c) the maturity of the Subordinated Term Loan, (ii) extended the maturity date of the Subordinated Term Loan to March 29, 2024, (iii) received a binding commitment for $ 15.0 11.3 million of fees that are scheduled to become due during 2023 in the Company’s equity or debt securities (see Note 23). In addition, the Company has begun to execute its plans to modify its operations to further reduce spending. Initiatives the Company has undertaken since the fourth quarter of 2022 include (i) increased focus on operational efficiencies and cost reduction measures, (ii) eliminating redundancies that have been the byproduct of the Company’s recent growth and expansion, (iii) evaluating the Company’s portfolio and less profitable accounts to better ensure the Company is deploying resources efficiently, and (iv) exercising strict capital discipline for future investments, such as requiring investments to meet minimum hurdle rates. The Company believes that the upsized Revolving Credit Facility, the extended maturities of the Revolving Credit Facility and the Subordinated Term Loan, the Financing Commitment along with cash on hand 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.

Subsequent events

Subsequent events	12 Months Ended
	Dec. 31, 2022
Subsequent Events [Abstract]
Subsequent events	Note 23— Subsequent events On January 31, 2023, the Company entered into an amendment to the Revolving Credit Facility, which extended the deadline of the $ 25.0 On January 31, 2023, the Company executed an acknowledgement and consent with the Term Loan lender, which extended the deadline of the $ 25.0 In January and February 2023, the Company received the remaining $ 7.0 On February 1, 2023, the Company issued convertible debentures to certain third parties for a total principal amount of $ 1.4 1.2 On February 1, 2023, the Company issued a convertible debenture to Guardians of New Zealand Superannuation (the “NZ Superfund”), a beneficial owner of greater than 10% of the issued and outstanding Class A Common Stock and Class V Common Stock, for a total principal amount of $ 5.1 4.5 On February 2, 2023, the Company issued 3,877,750 7.1 0.6 On February 2, 2023, the Company issued an unsecured promissory note with a certain entity affiliated with Andres Chico (a member of the Company’s board of directors) and Jose Miguel Enrich (a beneficial owner of greater than 10% of the issued and outstanding Class A Common Stock and Class V Common Stock) for a principal and purchase price of $ 3.0 On February 3, 2023, the Company issued the Second YA Convertible Debenture for a principal amount of $10.0 million and a purchase price of $10.0 million. The Second YA Convertible Debenture has a maturity date of May 30, 2024 and bears interest at the rate of 4.0% per annum. The interest is due and payable upon maturity. At any time, so long as the Second YA Convertible Debenture is outstanding, the Yorkville Investor may covert all or part of the principal and accrued and unpaid interest of the Second YA Convertible Debenture into shares of Class A Common Stock at 90% of the lowest daily VWAP of Class A Common Stock during the seven consecutive trading days immediately preceding each conversion date, but in no event lower than $0.25 per share. Outside of an event of default under the Second YA Convertible Debenture, the Yorkville Investor may not convert in any calendar month more than the greater of (a) 25% of the dollar trading volume of the shares of Class A Common Stock during such calendar month, or (b) $3.0 million. Upon issuance of the Second YA Convertible Debenture, the $2.1 million commitment asset included in other noncurrent assets on the accompanying consolidated balance sheet as of December 31, 2022 was derecognized and recorded as a debt discount. On February 7, 2023, the Company entered into an amendment to the Revolving Credit Facility, which (i) increased the maximum borrowing amount under the facility from $60.0 million to $75.0 million, (ii) modified the maturity date to the earlier of (a) December 14, 2025, (b) 90 days prior to the maturity of the Term Loan and (c) the maturity of the Subordinated Term Loan, and (iii) amended the interest rate it bears to between 4.8% up to SOFR plus 4.9% determined based on certain metrics defined within the amended agreement. On February 7, 2023, the Company entered into an amendment to the Term Loan agreement, which (i) replaced LIBOR with SOFR as the reference rate utilized to determine the interest rate the Term Loan bears and (ii) required the Company to make a prepayment of $10.3 million, including $10.0 million of the principal and $0.3 million of the prepayment premium. Pursuant to the amended agreement, the Company made the $10.3 million payment to the Term Loan lender on February 7, 2023. On March 6, 2023, the Company entered into an amended software subscription agreement with Palantir, which provides the Company with the option, in its sole discretion, to settle the $11.3 million of fees which are scheduled to become due between April 2023 and December 2023 in (i) cash or (ii) the Company’s equity or debt securities, if the Company satisfies certain conditions as defined within the amended agreement. On March 16, 2023, we entered into Subscription Agreements (the “Chico PIPE Agreements”) with Jose Miguel Enrich, a beneficial owner of greater than 10% of the issued and outstanding Class A Common Stock and Class V Common Stock, Felipe Chico Hernandez, and Andres Chico, a director of Rubicon, pursuant to which Rubicon issued shares of Class A Common Stock to each purchaser in exchange for the purchase price set forth therein. The Chico PIPE Agreements include resale restrictions in addition to customary terms, representations, and warranties. On March 20, 2023, the Company entered into the Financing Commitment with a certain entity affiliated with Andres Chico (a member of the Company’s board of directors) and Jose Miguel Enrich (a beneficial owner of greater than 10% of the issued and outstanding Class A Common Stock and Class V Common Stock) whereby the entity or a third party entity designated by the entity intends to provide $ 15.0 On March 22, 2023, the Company entered into an amendment to the Revolving Credit Facility agreement, in which (i) the Company and the lender modified its maturity date to the earlier of (a) December 14, 2025, (b) the maturity of the Term Loan and (c) the maturity of the Subordinated Term Loan and (ii) the lender consented to an amendment to the Subordinated Term Loan agreement. On March 22, 2023, the Company entered into an amendment to the Subordinated Term Loan agreement. The amendment extended the Subordinated Term Loan maturity through March 29, 2024. Subsequent to December 31, 2022, the Company granted certain RSU awards, valued at $8.2 million, as replacement awards for $26.8 million of the accrued management rollover consideration. The replacement awards resulted in a $18.6 million gain.

Nature of operations and summ_2

Nature of operations and summary of significant accounting policies (Policies)	12 Months Ended
	Dec. 31, 2022
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.”
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 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	Basis of Presentation and Consolidation
Segments	Segments
Use of Estimates	Use of Estimates
Emerging Growth Company	Emerging Growth Company
Revenue Recognition	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 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. The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, (ii) which we recognize revenue at the amount to which the Company has the right to invoice for services performed and (iii) variable consideration which is allocated entirely to a wholly unsatisfied performance obligation. After applying these optional exemptions, the aggregate amount of the transaction price allocated to unsatisfied or partially satisfied performance obligations as of December 31, 2022 and 2021 was insignificant.
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 amortization and depreciation expenses on the consolidated statements of operations.
Cash and Cash Equivalents	Cash and Cash Equivalents
Accounts Receivable	Accounts Receivable Based on management’s assessment, the Company provides for estimated uncollectible amounts through a charge to operations and a credit to an allowance for doubtful accounts. Balances that remain outstanding after the Company has used reasonable collection efforts are written off through a charge to the allowance and a credit to accounts receivable. As of December 31, 2022 and 2021, the allowance for doubtful accounts was $ 3.6 8.6
Contract Balances	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 invoiced to the customer. Accounting for contract assets requires estimates and assumptions regarding the quantity of waste collected by their vendors. The Company estimates service quantities and frequencies using historical transaction and market data based on the waste stream composition, equipment type, and equipment size. The changes in contract assets during 2022 and 2021 were as follows (in thousands): Schedule of changes in contract assets Balance, January 1, 2021 $ 43,357 Invoiced to customers in the current period (43,513 ) Changes in estimate related to the prior period 156 Estimated accrual related to the current period 56,984 Balance, December 31, 2021 56,984 Invoiced to customers in the current period (50,085 ) Changes in estimate related to the prior period (6,899 ) Estimated accrual related to the current period 55,184 Balance, December 31, 2022 $ 55,184 Contract liabilities consists of amounts collected prior to having satisfied the performance obligation. The Company periodically invoices customers for recurring services in advance. During the year ended December 31, 2022, the Company recognized $ 4.4 4.0
Accrued Hauler Expenses	Accrued Hauler Expenses The changes in accrued hauler expenses during 2022 and 2021 were as follows (in thousands): Schedule of changes in accrued hauler expenses Balance, January 1, 2021 $ 37,429 Invoiced by vendors in the current period (37,726 ) Changes in estimate related to the prior period 297 Estimated accrual related to the current period 49,607 Balance, December 31, 2021 49,607 Invoiced by vendors in the current period (42,414 ) Changes in estimate related to the prior period (7,193 ) Estimated accrual related to the current period 44,773 Balance, December 31, 2022 $ 44,773
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. See Note 17 for further information regarding fair value measurements.
Property and Equipment	Property and Equipment Lives used for depreciation calculations are as follows: Schedule of Lives 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.
Offering Costs	Offering Costs 0 1.1 67.3 53.9 13.4 12.1 0
Advertising	Advertising 2.5 1.5
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. Based on the cumulative evidence obtained during the test, management concluded no
Impairment of Long-Lived Assets	Impairment of Long-Lived Assets no
Debt Issuance Costs	Debt Issuance Costs
Customer Acquisition Costs	Customer Acquisition Costs 0 0 1.1 2.5
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 December 31, 2022, the Company has both liability-classified and equity-classified warrants outstanding. See Note 10 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 December 31, 2022, the Earn-out Interests had a fair value of $ 5.6 68.5
Noncontrolling Interest	Noncontrolling Interest Upon completion of the Mergers, Rubicon Technologies, Inc. issued shares of Class V Common Stock, each of which is exchangeable into an equal number of Class A Common Stock. Shares of Class V Common Stock are non-economic voting shares in Rubicon Technologies, Inc. where shares of Class V Common Stock each have one vote per share. The financial results of Holdings LLC were consolidated into Rubicon Technologies, Inc. and 69.8% of Holdings LLC’s net loss during the period of August 15, 2022, the Closing Date, through December 31, 2022 was allocated to NCI. Income Taxes The Company accounts for income taxes in accordance with ASC Topic 740, Accounting for Income Taxes 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. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. As of December 31, 2022 or 2021, the Company has no tax positions that met this threshold and, therefore, has not recognized such benefits. 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. Although distributions to the U.S. are generally not subject to U.S. federal taxes, the Company continues to assert permanent reinvestment of foreign earnings. Due to the timing and circumstances of repatriation of such earnings, if any, it is not practicable to determine the unrecognized deferred tax liability relating to such amounts. See Note 18 for additional information on income taxes.
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. A TRA liability is determined and recorded under ASC 450, “ Contingencies
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 16 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 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	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.

Nature of operations and summ_3

Nature of operations and summary of significant accounting policies (Tables)	12 Months Ended
	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Schedule of changes in contract assets	Schedule of changes in contract assets Balance, January 1, 2021 $ 43,357 Invoiced to customers in the current period (43,513 ) Changes in estimate related to the prior period 156 Estimated accrual related to the current period 56,984 Balance, December 31, 2021 56,984 Invoiced to customers in the current period (50,085 ) Changes in estimate related to the prior period (6,899 ) Estimated accrual related to the current period 55,184 Balance, December 31, 2022 $ 55,184
Schedule of changes in accrued hauler expenses	Schedule of changes in accrued hauler expenses Balance, January 1, 2021 $ 37,429 Invoiced by vendors in the current period (37,726 ) Changes in estimate related to the prior period 297 Estimated accrual related to the current period 49,607 Balance, December 31, 2021 49,607 Invoiced by vendors in the current period (42,414 ) Changes in estimate related to the prior period (7,193 ) Estimated accrual related to the current period 44,773 Balance, December 31, 2022 $ 44,773
Schedule of Lives used for depreciation	Schedule of Lives 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)	12 Months Ended
	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
Schedule of property and equipment	Schedule of property and equipment 2022 2021 Computers, equipment and software $ 3,791 $ 2,968 Customer equipment 1,485 1,122 Furniture and fixtures 1,699 1,570 Leasehold improvements 3,772 3,769 Total property and equipment 10,747 9,429 Less accumulated amortization and depreciation (8,103 ) (6,818 ) Total property and equipment, net $ 2,644 $ 2,611

Debt (Tables)

Debt (Tables)	12 Months Ended
	Dec. 31, 2022
Debt Disclosure [Abstract]
Schedule of components of long-term debt	Schedule of components of long-term debt As of December 31, 2022 2021 Term loan balance $ 71,000 $ 77,000 Convertible debt balance 7,000 - Related-party convertible debt balance 11,964 - Less unamortized debt issuance costs and discounts (6,138 ) (3,334 ) Total borrowed 83,826 73,666 Less short-term debt obligation balance (3,771 ) (22,666 ) Long-term debt obligation balance $ 80,055 $ 51,000
Schedule of maturities of long-term debt	Schedule of maturities of long-term debt Fiscal Years Ending December 31, 2023 $ 6,000 2024 83,964 Total $ 89,964

Accrued expenses (Tables)

Accrued expenses (Tables)	12 Months Ended
	Dec. 31, 2022
Payables and Accruals [Abstract]
Schedule of Accrued expenses	Schedule of Accrued expenses 2022 2021 Accrued hauler expenses $ 44,773 $ 49,607 Accrued compensation 43,054 9,656 Accrued income taxes 9 3 Accrued Mergers transaction expenses 13,433 - Other accrued expenses 6,733 6,272 Total accrued expenses $ 108,002 $ 65,538

Goodwill and other intangibles

Goodwill and other intangibles (Tables)	12 Months Ended
	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Intangible Assets and Goodwill	Schedule of Intangible Assets and Goodwill December 31, 2022 Useful Life Gross Accumulated Amortization Net Trade Name 5 $ 728 $ (728 ) $ - Customer and hauler relationships 2 8 20,976 (12,141 ) 8,835 Non-competition agreements 3 4 550 (550 ) - Technology 3 3,178 (1,967 ) 1,211 Total finite-lived intangible assets 25,432 (15,386 ) 10,046 Domain Name Indefinite 835 - 835 Total intangible assets $ 26,267 $ (15,386 ) $ 10,881 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 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 Finite- Lived Intangible Assets, Future Amortization Expense	Schedule of Finite- Lived Intangible Assets, Future Amortization Expense Fiscal Years Ending December 31, 2023 $ 3,220 2024 3,110 2025 2,559 2026 1,157 Future amortization of intangible assets $ 10,046 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. The carrying amounts of goodwill were as follows (in thousands): Schedule of goodwill Balance at January 1, 2021 $ 32,132 Balance at December 31, 2021 $ 32,132 Balance at December 31, 2022 $ 32,132

Leases (Tables)

Leases (Tables)	12 Months Ended
	Dec. 31, 2022
Leases [Abstract]
Schedule of right-of-use assets and operating lease liabilities	Schedule of right-of-use assets and operating lease liabilities As of December 31, 2022 2021 Assets Right-of-use assets $ 2,827 $ 3,920 Liabilities Current lease liabilities 1,880 1,675 Non-current lease liabilities 1,826 3,770 Total liabilities $ 3,706 $ 5,445
Schedule of operating lease expense	Schedule of operating lease expense 2022 2021 Lease expense Operating lease expense $ 1,631 $ 1,507 Short-term lease expense 419 601 Less: Sublease income (802 ) (802 ) Total lease expense $ 1,248 $ 1,306
Schedule of reconciliation to the amount of the liabilities	Schedule of reconciliation to the amount of the liabilities Years Ending December 31, 2023 $ 2,276 2024 1,228 2025 151 2026 152 2027 154 Thereafter 578 Total minimum lease payments 4,539 Less: Imputed interest (833 ) Total operating lease liabilities $ 3,706

Members_ equity (deficit) and_2

Members’ equity (deficit) and Stockholders’ equity (deficit) (Tables)	12 Months Ended
	Dec. 31, 2022
Equity [Abstract]
Schedule of immediately before the Closing	Schedule of immediately before the Closing Authorized as of Held by Members as of August 15, 2022 December 31, 2021 August 15, 2022 December 31, 2021 Common units 34,438,298 34,438,298 13,452,262 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 6,530,128 59,504,853 59,504,853 37,521,426 33,509,272
Schedule of Stockholders Equity	Schedule of Stockholders Equity   Authorized Issued Outstanding Class A Common Stock 690,000,000 55,886,692 55,886,692 Class V Common Stock 275,000,000 115,463,646 115,463,646 Preferred Stock 10,000,000 - - Total shares as of December 31, 2022 975,000,000 171,350,338 171,350,338

Warrants (Tables)

Warrants (Tables)	12 Months Ended
	Dec. 31, 2022
Warrants
Schedule of Series E warrant activity	Schedule of Series E warrant activity Number Weighted Average Exercise Price Per Warrant Outstanding – January 1, 2021 1,084,725 30.00 Granted - - Exercised (1,083,008 ) 30.00 Expired (1,717 ) 30.00 Outstanding - December 31, 2021 - - Granted - - Exercised - - Expired - - Outstanding - December 31, 2022 - $ -

Equity-based compensation (Tabl

Equity-based compensation (Tables)	12 Months Ended
	Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]
Schedule Of cost of revenue, sales and marketing, product development, and general and administrative expenses	Schedule Of cost of revenue, sales and marketing, product development, and general and administrative expenses Years Ended December 31, 2022 2021 Cost of revenue $ 72 $ - Sales and marketing 23 - Product development 37 - General and administrative 100,855 7,785 Total equity-based compensation $ 100,987 $ 7,785
Schedule of no incentive units	Schedule of no incentive units As of December 31, 2021 Expected dividend yield 0.00 % Risk-free interest rate 1.40 % Expected life in years 3.00 Expected volatility 48.20 %
Schedule Of Non vested Incentive Units	Schedule Of Non vested Incentive Units Units Outstanding - January 1, 2021 3,017,191 Granted 214,642 Forfeited/redeemed (147,183 ) Outstanding - December 31, 2021 3,084,650 Granted - Forfeited/redeemed (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 2021 and 2022 immediately prior to the consummation of the Mergers is as follows: Units Weighted Average Grant Date Fair Value Nonvested - January 1, 2021 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 Granted - - Vested (183,711 ) 10.25 Forfeited/redeemed (14,499 ) 10.25 Nonvested – August 15, 2022 - $ -
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 8,378,986 Granted – Partial settlement of Management Rollover Consideration 1,828,669 Granted – Non-executive employees 1,665,935 Forfeited (205,041 ) Outstanding – December 31, 2022 (subsequent to the Mergers consummation) 12,638,938 Vested – December 31, 2022 (subsequent to the Mergers consummation) 11,182,243 A summary of nonvested RSUs from immediately after the consummation of the Mergers through December 31, 2022 is as follows: Units Weighted Average Grant Date Fair Value Nonvested - August 15, 2022 (subsequent to the Mergers consummation) - - Granted 12,843,979 2.29 Vested (11,182,243 ) 2.33 Forfeited/redeemed (205,041 ) 1.98 Nonvested – December 31, 2022 1,456,695 $ 1.98

Loss per share (Tables)

Loss per share (Tables)	12 Months Ended
	Dec. 31, 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 December 31, 2022 $ (52,774 ) Less: Net loss attributable to non-controlling interests for the period from August 15, 2022 through December 31, 2022 (22,621 ) Net loss for the period from August 15, 2022 through December 31, 2022 attributable to Rubicon Technologies, Inc. – Basic and diluted $ (30,153 ) Denominator: Weighted average shares of Class A Common Stock outstanding – Basic and diluted 49,885,394 Net loss per share attributable to Class A Common Stock – Basic and diluted $ (0.60 )

Fair value measurements (Tables

Fair value measurements (Tables)	12 Months Ended
	Dec. 31, 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 As of December 31, 2022 Liabilities Level 1 Level 2 Level 3 Warrant liabilities $ - $ (20,890 ) $ - Redemption feature derivative - - (826 ) Earn-out liabilities - - (5,600 ) Total $ - $ (20,890 ) $ (6,426 ) As of 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 Redemption feature derivative Earn-out liabilities Warrant liabilities Deferred December 31, 2021 balances $ - $ - $ (1,380 ) $ (8,321 ) Additions (256 ) (74,100 ) - - Changes in fair value (570 ) 68,500 (1,931 ) (6,783 ) Reclassified to equity - - 3,311 15,104 December 31, 2022 balances $ (826 ) $ (5,600 ) $ - $ -
Schedule of Redemption feature derivative fair value measurements	Schedule of Redemption feature derivative fair value measurements As of November 30, As of December 31, Price of Class A Common Stock $ 2.09 $ 1.78 Risk-free interest rate 4.56 % 4.60 % Yield 15.6 % 15.6 % Expected volatility 45.0 % 50.0 % The Company measured and recognized the fair value of the redemption feature derivative as of November 30, 2022, the First YA Convertible Debenture issuance date, and December 31, 2022 in derivative liabilities on the consolidated balance sheets, with the respective fair value adjustment recorded in loss on change in fair value of derivatives on the consolidated statement of operation for the year ended December 31, 2022. Earn-out liabilities The following table provides quantitative information of the key assumptions utilized in the earn-out liabilities fair value measurements as of measurement dates: As of August 15, As of December 31, Price of Class A Common Stock $ 10.18 $ 1.78 Risk-free interest rate 2.90 % 4.00 % Expected volatility 35.0 % 65.0 % Expected remaining term 5.0 4.6

Income taxes (Tables)

Income taxes (Tables)	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Schedule of basis of assets and liabilities	Schedule of basis of assets and liabilities As of Deferred tax assets: 2022 2021 Allowance for doubtful accounts $ 66 $ 55 Accrued vacation - 21 Accrued bonuses - 137 Accruals and reserves - 21 Depreciation 14 11 Interest expense limitation 1,922 1 Investment in partnership 2,548 - Lease liability 153 221 Net operating losses 26,852 2,366 Total deferred tax assets before valuation allowance 31,555 2,833 Less: valuation allowance (29,164 ) - Total deferred tax assets after valuation allowance $ 2,391 $ 2,833 Deferred tax liabilities: Right of use asset $ (142 ) $ (206 ) Intangible assets (1,351 ) (1,831 ) Capitalized transaction costs - 53 Goodwill (1,115 ) (1,027 ) Total deferred tax liabilities $ (2,608 ) $ (3,011 ) Net deferred tax liabilities $ (217 ) (178 )
Schedule of income taxes consists	Schedule of income taxes consists Years Ended December 31, 2022 2021 Current: Federal $ - $ - State 37 50 Total current 37 50 Deferred: Federal 101 (1,197 ) State (62 ) (523 ) Total deferred 39 (1,720 ) Total income tax expense (benefit) $ 76 $ (1,670 )
Schedule of reconciliation between the federal statutory rate and the effective income tax rate	Schedule of reconciliation between the federal statutory rate and the effective income tax rate December 31, 2022 2021 Statutory U.S. federal tax rate 21.00 % 21.00 % Less: rate attributable to noncontrolling interest -17.52 % -19.27 % State income taxes (net of federal benefit) 0.17 % 0.50 % Permanent differences -2.71 % 0.00 % Effective rate change 0.01 % 0.00 % Increase in valuation allowance -0.96 % 0.00 % Other -0.02 % 0.00 % Effective income tax rate -0.03 % 2.23 %

Nature of operations and summ_4

Nature of operations and summary of significant accounting policies (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Balance, December 31, 2021	$ 56,984	$ 43,357
Invoiced to customers in the current period	(50,085)	(43,513)
Changes in estimate related to the prior period	(6,899)	156
Estimated accrual related to the current period	55,184	56,984
Balance, December 31, 2022	$ 55,184	$ 56,984

Nature of operations and summ_5

Nature of operations and summary of significant accounting policies (Details 1) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Balance, December 31, 2021	$ 49,607	$ 37,429
Invoiced by vendors in the current period	(42,414)	(37,726)
Changes in estimate related to the prior period	(7,193)	297
Estimated accrual related to the current period	44,773	49,607
Balance, December 31, 2022	$ 44,773	$ 49,607

Nature of operations and summ_6

Nature of operations and summary of significant accounting policies (Details 2)	12 Months Ended
	Dec. 31, 2022
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 description	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 ($)	1 Months Ended	12 Months Ended
	May 25, 2022	Dec. 31, 2022	Dec. 31, 2021	Aug. 15, 2022
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Allowance for doubtful accounts		$ 3,600,000	$ 8,600,000
Contract with customer, liability, revenue recognized		4,400,000	4,000,000
Deferred offering costs capitalized		0	1,100,000
Additional paid-in capital		67,300,000	53,900,000
Accrued expenses		13,400,000
Other expense	$ 800,000	12,100,000
Offering costs recognized			0
Advertising costs		2,500,000	1,500,000
Goodwill impairment loss		0	0
Impairment charges		0	0
Acquisition costs		0	0
Amortization of these capitalized costs		1,100,000	$ 2,500,000
Fair value of Earn-out Interests		5,600,000
Other income (expense)		$ 68,500,000
Common Class A [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Common stock, par value		$ 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
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
Common Class V [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Common stock, par value		$ 0.0001

Mergers (Details Narrative)

Mergers (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands		1 Months Ended		12 Months Ended
	Aug. 15, 2022	Oct. 19, 2022	May 25, 2022	Dec. 31, 2022	Nov. 30, 2022
Business Acquisition [Line Items]
RSU awards description		the Company granted certain RSU awards, valued at $3.5 million, as replacement awards for $13.9 million of the accrued management rollover consideration. The replacement awards resulted in a $10.4 million gain, which was recognized in general and administrative expenses in the consolidated statement of operations for the year ended December 31, 2022. The remaining $33.7 million of compensation expenses related to the Rubicon Management Rollover Holders’ RSUs and DSUs have been recognized in accrued expenses on the accompanying consolidated balance sheet as of December 31, 2022.
Share Price	$ 10.18			$ 1.78	$ 2.09
Voting rights percentage				83.50%
Contributed capital				$ 73,800
Cash consideration				28,900
Aggregate proceeds received from the PIPE Investors				121,000
Transaction costs				67,300
Accrued expenses				53,900
Other expense			$ 800	$ 12,100
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
Class A Common Stock [Member]
Business Acquisition [Line Items]
Aggregate of shares				7,082,616
Number of shares newly issued				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]
Number of shares newly issued				880,000,000
Class A Shares [Member]
Business Acquisition [Line Items]
Number of shares forfeited				160,000

Property and equipment (Details

Property and equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Total property and equipment, net	$ 2,644	$ 2,611
Property, Plant and Equipment [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	10,747	9,429
Less accumulated depreciation and amortization	(8,103)	(6,818)
Total property and equipment, net	2,644	2,611
Property, Plant and Equipment [Member] | Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	3,791	2,968
Property, Plant and Equipment [Member] | Equipment [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	1,485	1,122
Property, Plant and Equipment [Member] | Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	1,699	1,570
Property, Plant and Equipment [Member] | Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 3,772	$ 3,769

Property and equipment (Detai_2

Property and equipment (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Abstract]
Amortization and depreciation expense	$ 1,300	$ 1,600

Debt (Details)

Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Debt Disclosure [Abstract]
Term loan balance	$ 71,000	$ 77,000
Convertible debt balance	7,000
Related-party convertible debt balance	11,964
Less unamortized debt issuance costs and discounts	(6,138)	(3,334)
Total borrowed	83,826	73,666
Less short-term debt obligation balance	3,771	22,666
Long-term debt obligation balance	$ 80,055	$ 51,000

Debt (Details 1)

Debt (Details 1) $ in Thousands	Dec. 31, 2022 USD ($)
Debt Disclosure [Abstract]
2023	$ 6,000
2024	83,964
Total	$ 89,964

Debt (Details Narrative)

Debt (Details Narrative) - USD ($) $ in Thousands		1 Months Ended					12 Months Ended
	Dec. 14, 2018	Dec. 16, 2022	Nov. 30, 2022	Nov. 18, 2022	Dec. 22, 2021	Mar. 29, 2019	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 02, 2022	Nov. 23, 2022	Jun. 30, 2022	Mar. 24, 2021
Line of Credit Facility [Line Items]
Maturity date		Jun. 16, 2024	May 30, 2024
Debt											$ 5,000
Issuance of securities							$ 25,000
Deferred debt charges							300	$ 1,500
Amortization of deferred debt charges							1,300
Principal amount		$ 11,900	$ 7,000										$ 60,000
Equity contribution												$ 50,000
Credit facility reduced							$ 20,000
Interest rate		6%	4%
Net proceeds		$ 10,500
Related party notes receivable discription							the company had received $3.5 million of the total $10.5 million net proceeds from the investors. The remaining $7.0 million was subsequently received in 2023 (see Note 23) and is recorded in related-party notes receivable on the accompanying consolidated balance sheet as of December 31, 2022.
Repayment of debt									$ 2,300
PPP loans								10,800
Refund									$ 2,300
Gain on forgiveness of debt							$ 10,900
Interest expense							16,900	11,500
Debt [Member]
Line of Credit Facility [Line Items]
Deferred debt charges							2,800	2,100
Amortization of deferred debt charges							1,800	$ 1,000
Revolving Credit Facility [Member]
Line of Credit Facility [Line Items]
Long-Term Debt, Gross	$ 60,000
Maturity date	Dec. 14, 2021			Dec. 31, 2022
Debt Instrument, Interest Rate, Effective Percentage	4.50%			5.60%				6%		9.70%
Remainning credit value							51,800	$ 29,900
Line of credit							5,600	23,000
Deferred debt charges							900	100
Amortization of deferred debt charges							200	$ 500
Credit facility reduced							$ 2,600
Term Loan Facility [Member]
Line of Credit Facility [Line Items]
Long-Term Debt, Gross						$ 20,000
Maturity date					Dec. 22, 2022	Mar. 29, 2024
Debt Instrument, Interest Rate, Effective Percentage						9.50%	13.60%	11.50%
Long-Term Construction Loan					$ 20,000
Subordinated Borrowing, Interest Rate					15%
Paycheck Protection Program Loan [Member]
Line of Credit Facility [Line Items]
Long-term debt							$ 0	$ 0

Accrued expenses (Details)

Accrued expenses (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Payables and Accruals [Abstract]
Accrued hauler expenses	$ 44,773	$ 49,607
Accrued compensation	43,054	9,656
Accrued income taxes	9	3
Accrued Mergers transaction expenses	13,433
Other accrued expenses	6,733	6,272
Total accrued expenses	$ 108,002	$ 65,538

Goodwill and other intangible_2

Goodwill and other intangibles (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 26,267	$ 26,267
Accumulated Amortization	(15,386)	(12,104)
Net Carrying Amount	10,881	14,163
Domain Name [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	835	835
Accumulated Amortization
Net Carrying Amount	835	835
Finite-Lived Intangible Assets [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	25,432	25,432
Accumulated Amortization	(15,386)	(12,104)
Net Carrying Amount	$ 10,046	$ 13,328
Trade Names [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	5 years	5 years
Gross Carrying Amount	$ 728	$ 728
Accumulated Amortization	(728)	(728)
Net Carrying Amount
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	20,976	20,976
Accumulated Amortization	(12,141)	(9,582)
Net Carrying Amount	$ 8,835	$ 11,394
Customer Relationships [Member] | Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	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
Noncompete Agreements [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 550	$ 550
Accumulated Amortization	(550)	(487)
Net Carrying Amount		$ 63
Noncompete Agreements [Member] | Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	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
Technology Equipment [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	3 years	3 years
Gross Carrying Amount	$ 3,178	$ 3,178
Accumulated Amortization	(1,967)	(1,307)
Net Carrying Amount	$ 1,211	$ 1,871

Goodwill and other intangible_3

Goodwill and other intangibles (Details 1) $ in Thousands	Dec. 31, 2022 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2023	$ 3,220
2024	3,110
2025	2,559
2026	1,157
Future amortization of intangible assets	10,046
Balance at January 1, 2021	32,132
Balance at December 31, 2021	32,132
Balance at December 31, 2022	$ 32,132

Goodwill and other intangible_4

Goodwill and other intangibles (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of intangible assets	$ 3,300	$ 3,000

Leases (Details)

Leases (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Right-of-use assets	$ 2,827	$ 3,920
Current lease liabilities	1,880	1,675
Non-current lease liabilities	1,826	3,770
Total liabilities	$ 3,706	$ 5,445

Leases (Details 1)

Leases (Details 1) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Operating lease expense	$ 1,631	$ 1,507
Short-term lease expense	419	601
Less: Sublease income	(802)	(802)
Total lease expense	$ 1,248	$ 1,306

Leases (Details 2)

Leases (Details 2) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
2023	$ 2,276
2024	1,228
2025	151
2026	152
2027	154
Thereafter	578
Total minimum lease payments	4,539
Less: Imputed interest	(833)
Total operating lease liabilities	$ 3,706	$ 5,445

Leases (Details Narrative)

Leases (Details Narrative) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Operating lease liabilities	$ 2,200	$ 2,000
Operating weighted-average remaining lease terms	4 years 2 months 12 days	4 years 7 months 6 days
Operating weighted-average discount rate	11.40%	11.43%

Stockholders' (deficit) equity

Stockholders' (deficit) equity (Details) - shares	Aug. 15, 2022	Dec. 31, 2021
Class of Stock [Line Items]
Common stock, shares authorized	59,504,853	59,504,853
Common stock, shares Held by Members as of	37,521,426	33,509,272
Common Units [Member]
Class of Stock [Line Items]
Common stock, shares authorized	34,438,298	34,438,298
Common stock, shares Held by Members as of	13,452,262	9,440,108
Series A Preferred [Member]
Class of Stock [Line Items]
Common stock, shares authorized	4,834,906	4,834,906
Common stock, shares Held by Members as of	4,834,906	4,834,906
Series B Preferred [Member]
Class of Stock [Line Items]
Common stock, shares authorized	6,820,450	6,820,450
Common stock, shares Held by Members as of	6,774,923	6,774,923
Series C Preferred [Member]
Class of Stock [Line Items]
Common stock, shares authorized	3,142,815	3,142,815
Common stock, shares Held by Members as of	3,141,500	3,141,500
Series D Preferred [Member]
Class of Stock [Line Items]
Common stock, shares authorized	2,816,403	2,816,403
Common stock, shares Held by Members as of	2,787,707	2,787,707
Series E Preferred [Member]
Class of Stock [Line Items]
Common stock, shares authorized	7,451,981	7,451,981
Common stock, shares Held by Members as of	6,530,128	6,530,128

Stockholders' (deficit) equit_2

Stockholders' (deficit) equity (Details 1) - shares	Dec. 31, 2022	Aug. 15, 2022	Dec. 31, 2021
Class of Stock [Line Items]
Common stock, shares authorized		59,504,853	59,504,853
Equity [Member]
Class of Stock [Line Items]
Total shares authorized	975,000,000
Total shares issued	171,350,338
Total shares Outstanding	171,350,338
Common Class A [Member]
Class of Stock [Line Items]
Common stock, shares authorized	690,000,000
Common stock, shares Issued	55,886,692
Common stock, shares Outstanding	55,886,692
Common Class A [Member] | Equity [Member]
Class of Stock [Line Items]
Common stock, shares authorized	690,000,000
Common stock, shares Issued	55,886,692
Common stock, shares Outstanding	55,886,692
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]
Common stock, shares authorized	10,000,000
Common stock, shares Issued
Common stock, shares Outstanding

Members_ equity (deficit) and_3

Members’ equity (deficit) and Stockholders’ equity (deficit) (Details Narrative) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Equity [Abstract]
Warrant holders	$ 32,500	$ 32,500
Exchange of shares	1,083,008

Warrants (Details)

Warrants (Details) - $ / shares	5 Months Ended	7 Months Ended		12 Months Ended
	Dec. 31, 2022	Aug. 15, 2022	Aug. 15, 2021	Dec. 31, 2022	Dec. 31, 2021
Warrants
Beginning Balance			1,084,725		1,084,725
Beginning Balance			$ 30		$ 30
Granted
Exercised					(1,083,008)
Exercised	$ 1.98	$ 10.25	$ 9.36		$ 30
Expired					(1,717)
Expired					$ 30
Granted					214,642
Ending Balance
Ending Balance

Warrants (Details Narrative)

Warrants (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
	Aug. 15, 2022	Dec. 31, 2022	Nov. 30, 2022	Dec. 31, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Outstanding warrants	844,000
Exercise price	$ 30
Warrant holders		$ 32,500		$ 32,500
Warrants, description	Company assumed a total of 30,016,851 outstanding warrants to purchase one share of the Company’s Class A Common Stock with an exercise price of $11.50 per share.
Warrant liabilities		700		1,300
Term Loan		600		500
Warrant liabilities		20,000		$ 20,000
Warrant liabilities		$ 900	$ 1,000
Public Warrants [Member] | IPO [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Outstanding warrants	240,725
Private Warrants [Member] | Private Placement [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Outstanding warrants	14,204,375			1,083,008
Warrant [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Exercise price		$ 0.01
Purchase of units		62,003
Warrant agreements, description		the Company concurrently entered into warrant agreements and issued the Subordinated Term Loan Warrants under the condition that if the Company did not repay the Subordinated Term Loan on or prior to the original maturity date of December 22, 2022, the lender would receive 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, and the tenth anniversary of the issuance date. Additionally, if the Company did not repay the Subordinated Term Loan on or prior to the maturity date, the Subordinated Term Loan Warrants would 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 repaid the Subordinated Term Loan on or prior to the maturity date, the Subordinated Term Loan Warrants would automatically terminate and be voided and no Subordinated Term Loan Warrant would be exercisable.
Term Loan Warrants [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrant liabilities		$ 100		$ 100

Equity Investment Agreement (De

Equity Investment Agreement (Details Narrative) - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
	May 25, 2022	Dec. 31, 2022	Aug. 15, 2022
Equity investment agreement, description	the Company entered into the Rubicon Equity Investment Agreement with certain investors who are affiliated with Andres Chico (a member of the Company’s board of directors) and Jose Miguel Enrich (a beneficial owner of greater than 10% of the issued and outstanding Class A Common Stock and Class V Common Stock), 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	$ 12,100
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	12 Months Ended
	Aug. 04, 2022	Dec. 31, 2022
Defined Benefit Plan Disclosure [Line Items]
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.
Termination Agreement		the Company and the FPA Sellers entered into the FPA Termination Agreement and terminated the Forward Purchase Agreement. Pursuant to the FPA Termination Agreement, (i) the Company made a one-time $6.0 million cash payment to the FPA Sellers upon execution of the FPA Termination Agreement and agreed to make a $2.0 million payment to the FPA Sellers, which can be settled in cash or shares of Class A Common Stock at the Company’s sole option, on or around the earlier of (a) May 30, 2024 (the “FPA Lock-Up Date”), and (b) six months following 90% or more of the YA Convertible Debentures is repaid or converted into shares of Class A Common Stock (the “FPA Earlier Lock-Up Date”), (ii) the FPA Sellers forfeited and returned to the Company 2,222,119 shares of Class A Common Stock which the Company subsequently canceled, and further agreed not to transfer any of 2,140,848 shares of Class A Common Stock the FPA Sellers retained until the earlier of (a) the FPA Lock-Up Date, and (b) the FPA Earlier Lock-Up Date. The value of 2,222,119 shares of Class A Common Stock returned by the FPA Seller and subsequently canceled by the Company was $4.6 million as of the FPA Termination Agreement execution date, which was recognized in common stock – Class A and accumulated deficit on the consolidated balance sheet. The $2.0 million obligation has been included in other long-term liabilities on the accompanying consolidated balance sheet as of December 31, 2022.
Related Party [Member]
Defined Benefit Plan Disclosure [Line Items]
Termination Agreement		Termination Agreement execution date, and recognized $16.6 million of derivative asset and $3.4 million of derivative liability on the consolidated balance sheets, respectively. The Company recorded a total of $72.1 million in losses on its consolidated statement of operations for the year ended December 31, 2022. This total loss is made up of two parts: (i) a $52.1 million loss at issuance, calculated as the difference between the amount paid to purchase the forward purchase option derivative and the fair value of this derivative on the Closing Date, and (ii) a $20.0 million loss, calculated as the difference in fair value of the forward purchase option derivative as of the Closing Date and as of the FPA Termination Agreement execution date. Upon execution of the FPA Termination Agreement, the Company also derecognized $3.4 million of the forward purchase option derivative from derivative liabilities on the consolidated balance sheet. There were no derivative assets or liabilities related to the forward purchase option derivative outstanding as of December 31, 2022 and 2021.

Yorkville Facilities (Details N

Yorkville Facilities (Details Narrative) - USD ($) $ in Thousands	1 Months Ended
	Aug. 31, 2022	Dec. 31, 2022	Dec. 16, 2022	Nov. 30, 2022	Aug. 15, 2022	Mar. 24, 2021
Standby equity purchase agreement, description	Company entered into a Standby Equity Purchase Agreement (“SEPA”) with the Yorkville Investor, which was subsequently amended on November 30, 2022. 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, and 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.
Principal Amount			$ 11,900	$ 7,000		$ 60,000
Yorkville Facilities [Member]
Principal Amount		$ 10,000
Purchase price		10,000
Noncurrent assets		$ 2,100
Common Class A [Member]
Shares issued					160,000
Common Class A [Member] | Yorkville [Member]
Shares issued	200,000

Equity-based compensation (Deta

Equity-based compensation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share-Based Payment Arrangement [Abstract]
Cost of revenue	$ 72
Sales and marketing	23
Product development	37
General and administrative	100,855	7,785
Total equity-based compensation	$ 100,987	$ 7,785

Equity-based compensation (De_2

Equity-based compensation (Details 1)	7 Months Ended	12 Months Ended
	Aug. 15, 2022	Dec. 31, 2022	Dec. 31, 2021
Share-Based Payment Arrangement [Abstract]
Expected dividend yield			0%
Risk-free interest rate	2.90%	4%	1.40%
Expected life in years			3 years
Expected volatility	35%	65%	48.20%

Equity-based compensation (De_3

Equity-based compensation (Details 2) - $ / shares	5 Months Ended	7 Months Ended		12 Months Ended
	Dec. 31, 2022	Aug. 15, 2022	Aug. 15, 2021	Dec. 31, 2022	Dec. 31, 2021
Share-Based Payment Arrangement [Abstract]
Options outstanding, beginning balance	3,070,151	3,084,650	3,017,191	3,084,650	3,017,191
Options granted					214,642
Options Forfeited		(14,499)			(147,183)
Options outstanding,ending balance		3,070,151			3,084,650
Options vested		3,070,151			3,084,650
Option nonvested, beginning		198,210	275,446	198,210	275,446
Weighted average grant date fair Value, beginning		$ 10.25	$ 3.91	$ 10.25	$ 3.91
Weighted Average Grant Date Fair Value, granted	12,843,979				214,642
Weighted Average Grant Date Fair Value, granted	$ 2.29				$ 13.40
Vested	(11,182,243)	(183,711)			(144,695)
Weighted Average Grant Date Fair Value, vested	$ 2.33	$ 10.25			$ 3.75
Forfeited	(205,041)	(14,499)			(147,183)
Weighted Average Grant Date Fair Value, forfeited	$ 1.98	$ 10.25	$ 9.36		$ 30
Granted	(12,843,979)				(214,642)
Option nonvested, ending	1,456,695			1,456,695	198,210
Weighted average grant date fair Value, ending	$ 1.98			$ 1.98	$ 10.25

Equity-based compensation (De_4

Equity-based compensation (Details 3) - $ / shares	5 Months Ended	7 Months Ended		12 Months Ended
	Dec. 31, 2022	Aug. 15, 2022	Aug. 15, 2021	Dec. 31, 2022	Dec. 31, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Beginning Balance			1,084,725		1,084,725
Options granted					214,642
Forfeited	(205,041)	(14,499)			(147,183)
Options Forfeited		14,499			147,183
Option nonvested, beginning		198,210	275,446	198,210	275,446
Weighted average grant date fair Value, beginning		$ 10.25	$ 3.91	$ 10.25	$ 3.91
Granted	12,843,979				214,642
Weighted Average Grant Date Fair Value, granted	$ 2.29				$ 13.40
Vested	(11,182,243)	(183,711)			(144,695)
Weighted Average Grant Date Fair Value, vested	$ 2.33	$ 10.25			$ 3.75
Weighted Average Grant Date Fair Value, forfeited	$ 1.98	$ 10.25	$ 9.36		$ 30
Option nonvested, ending	1,456,695			1,456,695	198,210
Weighted average grant date fair Value, ending	$ 1.98			$ 1.98	$ 10.25
Restricted Stock Units (RSUs) [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Options Forfeited	12,638,938
Restricted Stock Units (RSUs) [Member] | Merger Consummation [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Beginning Balance
Options vested	11,182,243			11,182,243
Restricted Stock Units (RSUs) [Member] | Phantom Unit Exchanges [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Options granted	970,389
Forfeited	(205,041)
Restricted Stock Units (RSUs) [Member] | Morris Employment Agreement [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Options granted	8,378,986
Restricted Stock Units (RSUs) [Member] | Management Rollover Consideration [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Options granted	1,828,669
Restricted Stock Units (RSUs) [Member] | Non Executive Employees [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Options granted	1,665,935

Equity-based compensation (De_5

Equity-based compensation (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Aug. 15, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Cost recognized value	$ 6,800	$ 7,200
Exchange of vested RSUs	970,389
Exchange of vested RSUs	540,032
Common stock, shares authorized		59,504,853	59,504,853
Equity compensation costs	$ 94,200	$ 500
Common Class A [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock, shares authorized	690,000,000
Common stock, shares issued	55,886,692
Common stock, shares outstanding	55,886,692
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			2,859,270
Common stock, shares outstanding			2,859,270

Employee benefits plan (Details

Employee benefits plan (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Compensation Related Costs [Abstract]
employees contribute amount	$ 20,500	$ 19,500
Contribute amount	$ 300,000	$ 500,000

Loss per share (Details)

Loss per share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Net loss	$ (52,774)
Net loss attributable to non-controlling interests	(22,621)
Net loss for Basic and Diluted	$ (30,153)
Common Class A [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Weighted average shares of Basic and diluted	49,885,394
Net loss per share attributable to Basic and diluted	$ (0.60)

Loss per share (Details Narrati

Loss per share (Details Narrative)	12 Months Ended
	Dec. 31, 2022 shares
Common Stock Class A [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares	500,000,000
Public Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares	15,812,500
Private Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares	14,204,375
Earn Out Class A Shares [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares	1,488,519
Vested R S Us [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares	11,182,243
Vested D S Us [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares	540,032

Fair value measurements (Detail

Fair value measurements (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Fair Value, Inputs, Level 1 [Member]
Liabilities
Warrant liabilities
Redemption feature derivative
Earn-out liabilities
Total
Deferred compensation – phantom units
Warrant liabilities
Deferred compensation - phantom units
Redemption feature derivative
Earn-out liabilities
Warrant liabilities
Fair Value, Inputs, Level 2 [Member]
Liabilities
Warrant liabilities	(20,890)
Redemption feature derivative
Earn-out liabilities
Total	(20,890)
Deferred compensation – phantom units
Warrant liabilities
Deferred compensation - phantom units
Redemption feature derivative
Earn-out liabilities
Warrant liabilities	(20,890)
Fair Value, Inputs, Level 3 [Member]
Liabilities
Warrant liabilities		(1,380)
Redemption feature derivative	(826)
Earn-out liabilities	(5,600)
Total	(6,426)	(9,701)
Deferred compensation – phantom units		(8,321)
Warrant liabilities	(1,380)
Deferred compensation - phantom units	(8,321)
Redemption feature derivative	(826)
Earn-out liabilities	(5,600)
Warrant liabilities
Fair Value, Inputs, Level 3 [Member] | Redemption Feature Derivative [Member]
Liabilities
Redemption feature derivative	(826)
Redemption feature derivative
Additions	(256)
Changes in fair value	(570)
Relcassified to equity
Redemption feature derivative	(826)
Fair Value, Inputs, Level 3 [Member] | Earn Out Liability [Member]
Liabilities
Earn-out liabilities	(5,600)
Earn-out liabilities
Additions	(74,100)
Changes in fair value	68,500
Relcassified to equity
Earn-out liabilities	(5,600)
Fair Value, Inputs, Level 3 [Member] | Warrant Liability [Member]
Liabilities
Warrant liabilities		(1,380)
Warrant liabilities	(1,380)
Additions
Changes in fair value	(1,931)
Relcassified to equity	3,311
Warrant liabilities
Fair Value, Inputs, Level 3 [Member] | Deferred compensation – phantom units [Member]
Liabilities
Deferred compensation – phantom units		$ (8,321)
Deferred compensation - phantom units	(8,321)
Additions
Changes in fair value	(6,783)
Relcassified to equity	15,104
Deferred Compensation Liability, Current and Noncurrent

Fair value measurements (Deta_2

Fair value measurements (Details 1) - $ / shares	7 Months Ended	11 Months Ended	12 Months Ended
	Aug. 15, 2022	Nov. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Price of Class A Common Stock	$ 10.18	$ 2.09	$ 1.78
Risk-free interest rate	2.90%		4%	1.40%
Expected volatility	35%		65%	48.20%
Expected remaining term	5 years		4 years 7 months 6 days
Fair Value Hedging [Member]
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Risk-free interest rate		4.56%	4.60%
Yield		15.60%	15.60%
Expected volatility		45%	50%

Income taxes (Details)

Income taxes (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Allowance for doubtful accounts	$ 66	$ 55
Accrued vacation		21
Accrued bonuses		137
Accruals and reserves		21
Depreciation	14	11
Interest expense limitation	1,922	1
Investment in partnership	2,548
Lease liability	153	221
Net operating losses	26,852	2,366
Total deferred tax assets before valuation allowance	31,555	2,833
Less: valuation allowance	(29,164)
Total deferred tax assets after valuation allowance	2,391	2,833
Right of use asset	(142)	(206)
Intangible assets	(1,351)	(1,831)
Capitalized transaction costs		53
Goodwill	(1,115)	(1,027)
Total deferred tax liabilities	(2,608)	(3,011)
Net deferred tax liabilities	$ (217)	$ (178)

Income taxes (Details 1)

Income taxes (Details 1) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Federal
State	37	50
Total current	37	50
Federal	101	(1,197)
State	(62)	(523)
Total deferred	39	(1,720)
Total income tax expense (benefit)	$ 76	$ (1,670)

Income taxes (Details 2)

Income taxes (Details 2)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Statutory U.S. federal tax rate	21%	21%
Less: rate attributable to noncontrolling interest	(17.52%)	(19.27%)
State income taxes (net of federal benefit)	0.17%	0.50%
Permanent differences	(2.71%)	0%
Effective rate change	0.01%	0%
Increase in valuation allowance	(0.96%)	0%
Other	(0.02%)	0%
Effective income tax rate	(0.03%)	2.23%

Income taxes (Details Narrative

Income taxes (Details Narrative) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Variable Interest Entity [Line Items]
Carryback claim	$ 400	$ 400
Indefinite-lived assets	1,100	1,000
Net deferred tax liability	200
Net change in valuation allowance	29,200	$ 0
Operating loss carryforward	107,500
Federal Funds Purchased [Member]
Variable Interest Entity [Line Items]
Operating loss carryforward	110,800
Federal NOL carryforward	3,300
State Funds Purchased [Member]
Variable Interest Entity [Line Items]
Operating loss carryforward	3,500
State NOL carryforward	$ 3,500

Related party transactions (Det

Related party transactions (Details Narrative) $ in Thousands	Dec. 31, 2022 USD ($)
Palantri [Member]
Related Party Transaction [Line Items]
Accounts payable	$ 4,300
Next 12 Months [Member]
Related Party Transaction [Line Items]
Accounts payable	19,300
Thereafter [Member]
Related Party Transaction [Line Items]
Accounts payable	15,000
P I P E Investor [Member]
Related Party Transaction [Line Items]
Accounts payable	$ 35,000

Concentrations (Details Narrati

Concentrations (Details Narrative)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Revenue Benchmark [Member] | Two Customers [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage	26%	30%
Accounts Receivable [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage	38%	15%

Liquidity (Details Narrative)

Liquidity (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Line of Credit Facility [Line Items]
Cash and Cash Equivalents, at Carrying Value	$ 10,079	$ 10,617
Debt Instrument, Unused Borrowing Capacity, Fee	75,000
Additional financing	15,000
Palantir Technologies Inc [Member]
Line of Credit Facility [Line Items]
Debt Instrument, Unused Borrowing Capacity, Fee	11,300
Revolving Credit Facility [Member]
Line of Credit Facility [Line Items]
Cash and Cash Equivalents, at Carrying Value	10,100
Accounts and Financing Receivable, after Allowance for Credit Loss	65,900
Increase Decrease In Unbilled Receivables Value	55,200
Borrow Amount	5,600
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

Subsequent events (Details Narr

Subsequent events (Details Narrative) - USD ($) $ in Thousands				1 Months Ended		12 Months Ended
	Feb. 07, 2023	Feb. 06, 2023	Feb. 03, 2023	Mar. 20, 2023	Mar. 06, 2023	Dec. 31, 2022	Feb. 28, 2023	Feb. 02, 2023	Jan. 31, 2023
Subsequent Event [Line Items]
Subsequent Event, Description						the Company granted certain RSU awards, valued at $8.2 million, as replacement awards for $26.8 million of the accrued management rollover consideration. The replacement awards resulted in a $18.6 million gain.
Subsequent Event [Member]
Subsequent Event [Line Items]
Equity raise requirement									$ 25,000
Convertible Debentures							$ 7,000
Issued convertible debentures								$ 1,400
Net proceeds								1,200
Total principal amount								$ 5,100
Issued shares								3,877,750
Purchase price								$ 3,000
Subsequent Event, Description	the Company entered into an amendment to the Revolving Credit Facility, which (i) increased the maximum borrowing amount under the facility from $60.0 million to $75.0 million, (ii) modified the maturity date to the earlier of (a) December 14, 2025, (b) 90 days prior to the maturity of the Term Loan and (c) the maturity of the Subordinated Term Loan, and (iii) amended the interest rate it bears to between 4.8% up to SOFR plus 4.9% determined based on certain metrics defined within the amended agreement.	the Company entered into an amendment to the Term Loan agreement, which (i) replaced LIBOR with SOFR as the reference rate utilized to determine the interest rate the Term Loan bears and (ii) required the Company to make a prepayment of $10.3 million, including $10.0 million of the principal and $0.3 million of the prepayment premium. Pursuant to the amended agreement, the Company made the $10.3 million payment to the Term Loan lender on February 7, 2023.	the Company issued the Second YA Convertible Debenture for a principal amount of $10.0 million and a purchase price of $10.0 million. The Second YA Convertible Debenture has a maturity date of May 30, 2024 and bears interest at the rate of 4.0% per annum. The interest is due and payable upon maturity. At any time, so long as the Second YA Convertible Debenture is outstanding, the Yorkville Investor may covert all or part of the principal and accrued and unpaid interest of the Second YA Convertible Debenture into shares of Class A Common Stock at 90% of the lowest daily VWAP of Class A Common Stock during the seven consecutive trading days immediately preceding each conversion date, but in no event lower than $0.25 per share. Outside of an event of default under the Second YA Convertible Debenture, the Yorkville Investor may not convert in any calendar month more than the greater of (a) 25% of the dollar trading volume of the shares of Class A Common Stock during such calendar month, or (b) $3.0 million. Upon issuance of the Second YA Convertible Debenture, the $2.1 million commitment asset included in other noncurrent assets on the accompanying consolidated balance sheet as of December 31, 2022 was derecognized and recorded as a debt discount.		the Company entered into an amended software subscription agreement with Palantir, which provides the Company with the option, in its sole discretion, to settle the $11.3 million of fees which are scheduled to become due between April 2023 and December 2023 in (i) cash or (ii) the Company’s equity or debt securities, if the Company satisfies certain conditions as defined within the amended agreement.
Securities convertible				$ 15,000
Subsequent Event [Member] | N Z Superfund Convertible Debenture [Member]
Subsequent Event [Line Items]
Net proceeds								4,500
Unpaid fees								7,100
Settlement resulted in a gain								$ 600
Subsequent Event [Member] | Term Loan Lender [Member]
Subsequent Event [Line Items]
Equity raise requirement									$ 25,000