Rubicon (RBTC) 10-Q 22 May 23 2023 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Mar. 31, 2023	May 22, 2023
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2023
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	001-40910
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 Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Class A common stock, par value $0.0001 per share
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	RBT
Security Exchange Name	NYSE
Warrants, each exercisable for one share of Class A common stock at an exercise price of $11.50 per share
Title of 12(b) Security	Warrants, each exercisable for one share of Class A common stock at an exercise price of $11.50 per share
Trading Symbol	RBT WS
Security Exchange Name	NYSE
Common Class A [Member]
Entity Common Stock, Shares Outstanding		76,535,191
Common Class V [Member]
Entity Common Stock, Shares Outstanding		114,886,453

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Current Assets:
Cash and cash equivalents	$ 10,543	$ 10,079
Accounts receivable, net	67,203	65,923
Contract assets	52,927	55,184
Prepaid expenses	11,100	10,466
Other current assets	2,614	2,109
Related-party notes receivable		7,020
Total Current Assets	144,387	150,781
Property and Equipment, net	2,616	2,644
Operating right-of-use assets	2,523	2,827
Other noncurrent assets	2,637	4,764
Goodwill	32,132	32,132
Intangible assets, net	10,075	10,881
Total Assets	194,370	204,029
Current Liabilities:
Accounts payable	82,175	75,113
Line of credit	52,024	51,823
Accrued expenses	73,927	108,002
Contract liabilities	6,037	5,888
Operating lease liabilities, current	1,956	1,880
Warrant liabilities	20,000	20,890
Derivative liabilities	2,887
Debt obligations, net of debt issuance costs	4,205	3,771
Total Current Liabilities	243,211	267,367
Long-Term Liabilities:
Deferred income taxes	229	217
Operating lease liabilities, noncurrent	1,297	1,826
Debt obligations, net of debt issuance costs	64,225	69,458
Related-party debt obligations, net of debt issuance costs	18,690	10,597
Derivative liabilities	3,498	826
Earn-out liabilities	780	5,600
Other long-term liabilities	2,688	2,590
Total Long-Term Liabilities	91,407	91,114
Total Liabilities	334,618	358,481
Stockholders’ (Deficit) Equity:
Preferred stock – par value of $0.0001 per share, 10,000,000 shares authorized, 0 issued and outstanding as of March 31, 2023 and December 31, 2022, respectively
Additional paid-in capital	58,312	34,658
Accumulated deficit	(341,004)	(337,875)
Total stockholders’ deficit attributable to Rubicon Technologies, Inc.	(282,673)	(303,199)
Noncontrolling interests	142,425	148,747
Total Stockholders’ Deficit	(140,248)	(154,452)
Total Liabilities and Stockholders’ (Deficit) Equity	194,370	204,029
Common Class A [Member]
Stockholders’ (Deficit) Equity:
Common stock value	7	6
Common Class V [Member]
Stockholders’ (Deficit) Equity:
Common stock value	$ 12	$ 12

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common Class A [Member]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, authorized shares	690,000,000	690,000,000
Common stock, shares issued	72,988,610	55,886,692
Common stock, shares outstanding	72,988,610	55,886,692
Common Class V [Member]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, authorized shares	275,000,000	275,000,000
Common stock, shares issued	115,463,646	115,463,646
Common stock, shares outstanding	115,463,646	115,463,646

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Revenue:
Service	$ 166,365	$ 134,698
Recyclable commodity	14,733	25,108
Total revenue	181,098	159,806
Cost of revenue (exclusive of amortization and depreciation):
Service	158,001	129,693
Recyclable Commodity	13,187	23,236
Total cost of revenue (exclusive of amortization and depreciation)	171,188	152,929
Sales and marketing	3,274	3,950
Product development	8,092	9,218
General and administrative	18,147	12,627
Gain on settlement of incentive compensation	(18,622)
Amortization and depreciation	1,361	1,490
Total Costs and Expenses	183,440	180,214
Loss from Operations	(2,342)	(20,408)
Other Income (Expense):
Interest earned	1
Loss on change in fair value of warrant liabilities	(55)	(278)
Gain on change in fair value of earnout liabilities	4,820
Loss on change in fair value of derivatives	(2,198)
Gain on service fee settlements in connection with the Mergers	632
Loss on extinguishment of debt obligations	(2,103)
Interest expense	(7,176)	(3,775)
Related party interest expense	(593)
Other expense	(421)	(330)
Total Other Income (Expense)	(7,093)	(4,383)
Loss Before Income Taxes	(9,435)	(24,791)
Income tax expense	16	28
Net Loss	(9,451)	(24,819)
Net loss attributable to Holdings LLC unitholders prior to the Mergers		(24,819)
Net loss attributable to noncontrolling interests	(6,322)
Net Loss Attributable to Class A Common Stockholders	$ (3,129)
Loss per share - for the three months ended March 31, 2023:
Net loss per Class A Common share – basic and diluted		$ (0.05)
Weighted average shares outstanding, basic and diluted		59,416,924

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' (DEFICIT) EQUITY (UNAUDITED) - USD ($) $ in Thousands	Common Stock [Member]	Common Stock Class A [Member]	Common Stock Class V [Member]	Preferred Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Noncontrolling Interest [Member]	Total
Beginning balance, value at Dec. 31, 2021	$ (61,304)							$ (61,304)
Beginning balance, shares at Dec. 31, 2021	33,509,272
Compensation costs related to incentive units	$ 58							58
Net loss	(24,819)							(24,819)
Ending balance, value at Mar. 31, 2022	$ (86,065)							(86,065)
Ending balance, shares at Mar. 31, 2022	33,509,272
Beginning balance, value at Dec. 31, 2022		$ 6	$ 12		34,658	(337,875)	148,747	(154,452)
Beginning balance, shares at Dec. 31, 2022		55,886,692	115,463,646
Equity-based compensation					9,302			9,302
Issuance of common stock for services rendered		$ 1			10,244			10,245
Issuance of common stock for services rendered, shares		9,318,052
Issuance of equity-classified warrants					945			945
Issuance of common stock for vested RSUs
Issuance of common stock for vested RSUs, shares		3,711,682
RSUs withheld to pay taxes					(1,067)			(1,067)
Conversion of debt obligations to common stock					3,130			3,130
Conversion of debt obligations to common stock, shares		2,849,962
Proceeds from issuance of common stock					1,100			1,100
Proceeds from issuance of common stock, shares		1,222,222
Net loss						(3,129)	(6,322)	(9,451)
Ending balance, value at Mar. 31, 2023		$ 7	$ 12		$ 58,312	$ (341,004)	$ 142,425	$ (140,248)
Ending balance, shares at Mar. 31, 2023		72,988,610	115,463,646

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Cash flows from operating activities:
Net loss	$ (9,451)	$ (24,819)
Adjustments to reconcile net loss to net cash flows from operating activities:
Loss on disposal of property and equipment	5	11
Amortization and depreciation	1,361	1,490
Amortization of debt issuance costs	1,237	831
Amortization of related party debt issuance costs	265
Paid-in-kind interest capitalized to principal of debt obligations	1,014
Paid-in-kind interest capitalized to principal of related party debt obligations	328
Bad debt reserve	745	(1,710)
Loss on change in fair value of warrants	55	278
Loss on change in fair value of derivatives	2,198
Gain on change in fair value of earn-out liabilities	(4,820)
Loss on extinguishment of debt obligations	2,103
Equity-based compensation	9,302	58
Phantom unit expense		2,549
Settlement of accrued incentive compensation	(26,826)
Service fees settled in common stock	3,808
Gain on service fee settlement in connection with the Mergers	(632)
Deferred income taxes	12	35
Change in operating assets and liabilities:
Accounts receivable	(2,025)	4,079
Contract assets	2,257	1,704
Prepaid expenses	235	(150)
Other current assets	(528)	(341)
Operating right-of-use assets	304	256
Other noncurrent assets	(120)	23
Accounts payable	7,062	12,262
Accrued expenses	(181)	2,465
Contract liabilities	149	160
Operating lease liabilities	(453)	(558)
Other liabilities	180	49
Net cash flows from operating activities	(12,416)	(1,328)
Cash flows from investing activities:
Property and equipment purchases	(325)	(491)
Net cash flows from investing activities	(325)	(491)
Cash flows from financing activities:
Net borrowings on line of credit	201	3,216
Proceeds from debt obligations	11,226
Repayments of debt obligations	(11,500)	(1,500)
Proceeds from related party debt obligations	14,520
Financing costs paid	(1,275)
Payments of deferred offering costs		(1,055)
Proceeds from issuance of common stock	1,100
RSUs withheld to pay taxes	(1,067)
Net cash flows from financing activities	13,205	661
Net change in cash and cash equivalents	464	(1,158)
Cash, beginning of period	10,079	10,617
Cash, end of period	10,543	9,459
Supplemental disclosure of cash flow information:
Cash paid for interest	3,648	2,968
Supplemental disclosures of non-cash investing and financing activities:
Fair value of derivatives issued as debt discount	475
Fair value of derivatives issued as debt issuance cost	2,887
Conversions of debt obligations to common stock	2,250
Equity issuance costs settled with common stock	7,069
Loan commitment asset reclassed to debt discount	$ 2,062

Nature of operations and summar

Nature of operations and summary of significant accounting policies	3 Months Ended
	Mar. 31, 2023
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 is a digital marketplace for waste and recycling services and provides cloud-based waste and recycling solutions to businesses and governments. Rubicon’s sustainable waste and recycling solutions provide comprehensive management of customers’ waste streams through a platform that powers a modern, digital experience and delivers data-driven insights and transparency for the customers and hauling and recycling partners. Rubicon also 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. 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 (“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 Service Revenue: Service revenues are primarily derived from long-term contracts with waste generator customers including multiple promises delivered through the Company’s digital marketplace platform. The promises include waste removal, consultation services, billing administration and consolidation, cost savings analyses, and vendor procurement and performance management, each of which constitutes an input to the combined service managed through the digital platform. The digital platform and services are highly interdependent, and accordingly, each contractual promise is not considered a distinct performance obligation in the context of the contract and is combined into a single performance obligation. In general, fees are invoiced, and revenue is recognized over time as control is transferred. Revenue is measured as the amount of consideration the Company expects to receive in exchange for providing the service. The Company invoices for certain services prior to performance. These advance invoices are included in contract liabilities and recognized as revenue in the period service is provided. Service revenues also include software-as-a-service subscription, maintenance, equipment and other professional services, which represent separate performance obligations. Once the performance obligations and the transaction price are determined, including an estimate of any variable consideration, the Company then allocates the transaction price to each performance obligation in the contract using a relative standalone selling price method. The Company determines standalone selling price based on the price at which the good or service is sold separately. Recyclable Commodity Revenue: The Company recognizes recyclable commodity revenue through the sales 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 is the principal in the transaction (gross), or the Company arranges for other parties to provide the service to the end-user and is the agent in the transaction (net). Management has concluded that the Company is the principal in most arrangements as it controls the waste removal service and is the primary obligor in the transactions. 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 March 31, 2023 and December 31, 2022 was insignificant. Cost of Revenue, exclusive of amortization and depreciation Cost of recyclable commodity revenues primarily consists of expenses related to purchases 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 condensed consolidated statements of operations. Cash and Cash Equivalents Accounts Receivable and Contract Balances 3.5 3.6 In cases where customers pay for services in arrears, the Company accrues revenue in advance of billings as long as the criteria for revenue recognition are met, thus creating a contract asset (unbilled receivable). As of March 31, 2023 and December 31, 2022, the Company had unbilled receivables of $ 52.9 55.2 52.3 Contract liabilities (deferred revenue) consist of amounts collected prior to having satisfied the performance obligation. The Company periodically invoices customers for recurring front load services in advance on a monthly basis. As of March 31, 2023 and December 31, 2022, the Company had deferred revenue balances of $ 6.0 5.9 4.6 Accrued Hauler Expenses Fair Value Measurements Level 1 Valuations for financial assets and financial liabilities traded in active exchange markets, such as the New York Stock Exchange (the “NYSE”). 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 14 for further information regarding fair value measurements. Offering Costs 0 67.3 60.9 6.4 0.6 6.4 6.4 Customer Acquisition Costs Warrants Distinguishing Liabilities from Equity Derivatives and Hedging 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 as a component of other income (expense) on the consolidated statement of operations. As of March 31, 2023, the Company has both liability-classified and equity-classified warrants outstanding. See Note 9 for further information. Earn-out Liabilities 1,488,519 8,900,840 0.0001 (1) 50% of the Earn-Out Interests if the volume weighted average price (the “VWAP”) of the Class A Common Stock equals or exceeds $14.00 per share (as adjusted for stock splits, stock dividends, reorganizations, and recapitalizations) for twenty (20) of thirty (30) consecutive trading days during the Earn-Out Period; and (2) 50% of the Earn-Out Interests if the VWAP of the Class A Common Stock equals or exceeds $16.00 per share (as adjusted for stock splits, stock dividends, reorganizations, and recapitalizations) for twenty (20) of any thirty (30) consecutive trading days during the Earn-Out Period. Earn-Out Interests were 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 as a component of 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 as a component of other income (expense), and such Earn-Out Interests will be reclassed to stockholders’ (deficit) equity on the consolidated balance sheet. As of March 31, 2023 and December 31, 2022, the Earn-out Interests had a fair value of $ 0.8 5.6 4.8 Noncontrolling Interest Shares of Class V Common Stock are 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 66.1% of Holdings LLC’s net loss during the three months ended March 31, 2023 was allocated to noncontrolling interests (“NCI”). Income Taxes The Company accounts for income taxes in accordance with ASC Topic 740, Accounting for Income Taxes Income Taxes; Interim Reporting ASC Topic 740 prescribes a two-step approach for the recognition and measurement of tax benefits associated with the positions taken or expected to be taken in a tax return that affect amounts reported in the financial statements. 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 March 31, 2023 or December 31, 2022, 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 estimates will be recorded in the period in which such determination is made. The Company reports income tax-related interest and penalties relating to uncertain tax positions, if applicable, as a component of income tax expense. The Company’s income tax expense was $- 0 0 0.2 0.1 During the three months ended March 31, 2023 and 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 0.2 Tax Receivable Agreement Obligation The Company accounts for the effects of these increases in tax basis and associated payments under the TRAs if and when exchanges occur as follows: a. recognizes a contingent liability for the TRA obligation when it is deemed probable and estimable, with a corresponding adjustment to additional paid-in-capital, based on the estimate of the aggregate amount that the Company will pay; b. records an increase in deferred tax assets for the estimated income tax effects of the increases in tax basis based on enacted federal and state tax rates at the date of the exchange; c. to the extent the Company estimates that the full benefit represented by the deferred tax asset will not be fully realized based on an analysis that will consider, among other things, the expectation of future earnings, the Company reduces the deferred tax asset with a valuation allowance; and d. the effects of changes in any of the estimates and subsequent changes in the enacted tax rates after the initial recognition will be included in the Company’s net loss. 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 13 for additional information on dilutive securities. Prior to the Mergers, the membership structure of Holdings LLC included units with liquidation preferences. The Company analyzed the calculation of loss per unit for periods prior to the Mergers and determined that it resulted in values that would not be meaningful to the users of these condensed consolidated financial statements. As a result, loss per share information has not been presented for periods prior to the Closing. 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	3 Months Ended
	Mar. 31, 2023
Recent Accounting Pronouncements
Recent accounting pronouncements	Note 2— Recent accounting pronouncements Accounting pronouncements adopted during 2023 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	3 Months Ended
	Mar. 31, 2023
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 per share, of Founder (“Founder Class A Shares”) automatically converted into one share of Class A Common Stock, (b) each then-issued and outstanding Class B ordinary share, par value $0.0001 per share, of Founder (“Founder Class B Shares” and, together with Founder Class A Shares, “Founder Ordinary Shares”), converted into one share of Class A Common Stock, pursuant to the Sponsor Agreement, dated December 15, 2021, by and among Founder, Founder SPAC Sponsor LLC (“Sponsor”), Holdings LLC, and certain insiders of Founder, (c) each then-issued and outstanding public warrant of Founder, 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 - 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 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 on the Closing Date. On the Closing Date, (a) holders of the Rubicon Interests immediately before the Closing, other than Boom Clover Business Limited, NZSF Frontier Investments Inc., and PLC Blocker A LLC (collectively, 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) the Blocked Unitholders were issued shares of Class A Common Stock, 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. In addition to the securities issuable at the Closing and the RSUs and DSUs, certain of the Rubicon Management Rollover Holders received one-time cash payments (the “Cash Transaction Bonuses”). In addition, pursuant to the Merger Agreement, (i) the Blocked Unitholders immediately before the Closing received a right to receive a pro rata portion of the Earn-Out Class A Shares and (ii) the Rubicon Continuing Unitholders immediately before the Closing received a right to receive a pro rata portion of the Earn-Out Units and an equivalent number of shares of Class V Common Stock, in each case, depending upon the performance of Class A Common Stock during the five year period after the Closing, as discussed in greater detail in Note 1. - 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 - 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 60.9 7.1 0.6 6.4

Property and equipment

Property and equipment	3 Months Ended
	Mar. 31, 2023
Property, Plant and Equipment [Abstract]
Property and equipment	Note 4— Property and equipment Property and equipment, net is comprised of the following as of March 31, 2023 and December 31, 2022 (in thousands): Schedule of property and equipment March 31, 2023 December 31, Computers, equipment and software $ 4,043 $ 3,791 Customer equipment 1,532 1,485 Furniture and fixtures 1,699 1,699 Leasehold improvements 3,772 3,772 Total property and equipment 11,046 10,747 Less accumulated amortization and depreciation (8,430 ) (8,103 ) Total property and equipment, net $ 2,616 $ 2,644 Property and equipment amortization and depreciation expense for the three months ended March 31, 2023 and 2022 was $ 0.3 0.3

Debt

Debt	3 Months Ended
	Mar. 31, 2023
Debt Disclosure [Abstract]
Debt	Note 5— Debt Revolving Credit Facility 60.0 December 31, 2023 5.60% 9.7% 75.0 4.8% December 14, 2025 Debt – Modifications and Extinguishments The Revolving Credit Facility requires a lockbox arrangement, which provides for receipts to be swept daily to reduce borrowings outstanding at the discretion of the lender. This arrangement, combined with the existence of the subjective acceleration clause in the “Line of Credit” agreement, necessitates the Line of Credit be classified as a current liability on the consolidated balance sheets. The acceleration clause allows for amounts due under the facility to become immediately due in the event of a material adverse change in the Company’s business condition (financial or otherwise), operations, properties or prospects, change of management, or change in control. As of March 31, 2023, the Company’s total outstanding borrowings under the Line of Credit were $ 52.0 9.1 51.8 5.6 0.4 0.1 Term Loan Facilities 20.0 9.5% 13.6% December 31, 2022 March 29, 2024 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. The amended Term Loan agreement requires the Company to cause the Yorkville Investor (See Note 11) to purchase the maximum amount of the Company’s equity interests available under the SEPA (See Note 11) and to utilize the net proceeds from such drawdowns to repay the Term Loan until it is fully repaid. Per the amended Term Loan agreement, an additional fee was incurred in the amount of $2.0 million, out of which $1.0 million became due in cash (included in accrued expenses on the accompanying condensed consolidated balance sheet as of March 31, 2023) and the other $1.0 million was accrued to the principal balance of the Term Loan as the Company did not repay the Term Loan in full on or before March 27, 2023. Furthermore, beginning on April 3, 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. On February 7, 2023, the Company entered into an amendment to the Term Loan agreement, which (i) amended the interest rate the Term Loan bears to SOFR plus 9.6% 14.3% 10.3 0.5 In accordance with ASC 470-50, Debt – Modifications and Extinguishments The Term Loan includes certain collateral reduction measures which could result in a decreased borrowing capacity under the Revolving Credit Facility. As a result of the Term Loan collateral reduction, the availability under the Revolving Credit Facility was reduced by approximately $ 10.7 The Company did not incur any deferred debt charges related to the Term Loan during the three months ended March 31, 2023. Amortization of deferred debt charges related to the Term Loan were $ 0.5 0.5 On December 22, 2021, the Company entered into a $ 20.0 December 22, 2022 Debt – Modifications and Extinguishments The Company capitalized $ 3.1 0.2 0.2 0.3 The Revolving Credit Facility, the Term Loan and the Subordinated Term Loan are subject to certain cross-default provisions under the intercreditor agreements. On February 2, 2023, the Company issued an unsecured promissory note with a certain entity affiliated with Andres Chico (the chairman 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 July 1, 2024 16.0% 0.1 0 Convertible Debentures 7.0 May 30, 2024 4.0% 1.7 2.5 0.5 0 2.3 0.1 2,849,962 1.3 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% 0.2 0 0.2 0 As of December 31, 2022, the Company had received $3.5 million of the total $10.5 million net proceeds from the investors and the remaining $7.0 million was recorded in related-party notes receivable on the accompanying condensed consolidated balance sheet as of December 31, 2022. The Company received the remaining $7.0 million in January and February 2023. Neither principal nor accrued interest of the Insider Convertible Debentures was converted to Class A Common Stock from the origination through March 31, 2023. On February 1, 2023, the Company issued convertible debentures to certain third parties for a total principal amount of $1.4 million and a total net proceeds of $1.2 million (the “Third Party Convertible Debentures”). The Third Party Convertible Debentures have a maturity date of August 1, 2024 6.0% 0 0 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 8.0% 0.1 0 0.1 0 Components of the Company’s debt obligations were as follows (in thousands): Schedule of components of long-term debt March 31, 2023 December 31, Term loan balance $ 60,700 $ 71,000 Convertible debt balance 16,153 7,000 Related-party convertible debt balance 20,435 11,964 Less unamortized loan origination costs (10,168 ) (6,138 ) Total borrowed 87,120 83,826 Less short-term debt obligation balance (4,205 ) (3,771 ) Long-term debt obligation balance $ 82,915 $ 80,055 At March 31, 2023, the future aggregate maturities of long-term debt for the remainder of 2023 and subsequent periods are as follows (in thousands): Schedule of maturities of long-term debt Fiscal Years Ending December 31, 2023 $ 4,500 2024 92,788 Total $ 97,288 The total interest expense related to the Revolving Credit Facility, Term Loan Facilities, and Convertible Debentures was $ 7.8 3.8

Accrued expenses

Accrued expenses	3 Months Ended
	Mar. 31, 2023
Payables and Accruals [Abstract]
Accrued expenses	Note 6— Accrued expenses Accrued expenses consist of the following as of March 31, 2023 and December 31, 2022 (in thousands): Schedule of accrued expenses March 31, 2023 December 31, Accrued hauler expenses $ 43,012 $ 44,773 Accrued compensation 19,104 43,054 Accrued income taxes - 9 Accrued Mergers transaction expenses 6,364 13,433 Other accrued expenses 5,447 6,733 Total accrued expenses $ 73,927 $ 108,002 During the three months ended March 31, 2023, the Company granted certain RSU awards, valued at $ 8.2 26.8 18.6

Goodwill and other intangibles

Goodwill and other intangibles	3 Months Ended
	Mar. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill and other intangibles	Note 7— Goodwill and other intangibles There were no additions to goodwill for the three months ended March 31, 2023 or the year ended December 31, 2022. No impairment of goodwill was identified for the three months ended March 31, 2023 or the year ended December 31, 2022. Intangible assets consisted of the following (in thousands, except years): Schedule of intangible assets and goodwill March 31, 2023 Useful Life Gross Accumulated Net Carrying Trade Name 5 $ 728 $ (728 ) $ - Customer and hauler relationships 2 8 20,976 (12,781 ) 8,195 Non-competition agreements 3 4 550 (550 ) - Technology 3 3,178 (2,133 ) 1,045 Total finite-lived intangible assets 25,432 (16,192 ) 9,240 Domain Name Indefinite 835 - 835 Total intangible assets $ 26,267 $ (16,192 ) $ 10,075 December 31, 2022 Useful Life Gross Accumulated Net Carrying 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 Amortization expense for these intangible assets was $ 0.8 0.8 Schedule of finite- lived intangible assets, future amortization expense Fiscal Years Ending December 31, 2023 $ 2,414 2024 3,110 2025 2,559 2026 1,157 Total future amortization of intangible assets $ 9,240

Stockholders_ (deficit) equity

Stockholders’ (deficit) equity	3 Months Ended
	Mar. 31, 2023
Equity [Abstract]
Stockholders’ (deficit) equity	Note 8— Stockholders’ (deficit) equity The table set forth below reflects information about the Company’s equity as of March 31, 2023. Schedule of stockholders equity   Authorized Issued Outstanding Class A Common Stock 690,000,000 72,988,610 72,988,610 Class V Common Stock 275,000,000 115,463,646 115,463,646 Preferred Stock 10,000,000 - - Total shares as of March 31, 2023 975,000,000 188,452,256 188,452,256 The table set forth below reflects information about the Company’s equity as of December 31, 2022.   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	3 Months Ended
	Mar. 31, 2023
Warrants
Warrants	Note 9— Warrants 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. 15,812,476 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 March 31, 2023. 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 - 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 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 the 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 (the “Additional Subordinated Term Loan Warrants”). 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 the first 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 0.25 On March 22, 2023, the Company entered into the second amendment to the Subordinated Term Loan Warrants agreements, which increased the value of Class A Common Stock the Additional Subordinated Term Loan Warrants will earn each additional full calendar month after March 22, 2023 to $ 0.35 The Company determined that the Subordinated Term Loan Warrants required liability classification pursuant to ASC 480. As such, the outstanding Subordinated Term Loan Warrants were recognized as warrant liabilities on the consolidated balance sheets and were measured at their inception date fair value and subsequently remeasured at each reporting period with changes being recorded as a component of other income (expense) on the consolidated statements of operations. On December 21, 2022, the outstanding Subordinated Term Loan Warrants were converted to Class A Common Stock and reclassified from liability to the stockholders’ deficit (the “Subordinated Term Loan Warrants Conversion Date”). As of March 31, 2023 and December 31, 2022, no 0 Pursuant to ASC 815, the Company determined that the Additional Subordinated Term Loan Warrants are an embedded derivative. This derivative, referred to throughout as the “Additional Subordinated Term Loan Warrants Derivative,” is recorded as a liability on the accompanying condensed consolidated balance sheet as of March 31, 2023. The Company has performed fair value measurements for this Additional Subordinated Term Loan Warrants Derivative as of the execution dates of the first and second amendments to the Subordinated Term Loan Warrants agreements and as of December 31, 2022, which are described in Note 14. The Company will remeasure the fair value of the Additional Subordinated Term Loan Warrants Derivative at each reporting period. On November 30, 2022, the Company issued a pre-funded warrant for a purchase price of $ 6.0 20.0 0.0001 20.0 20.0 Pursuant to the YA SPA executed with the Yorkville Investor on November 30, 2022 (See Note 11), 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 0.01 , 0.1

Forward Purchase Agreement

Forward Purchase Agreement	3 Months Ended
	Mar. 31, 2023
Forward Purchase Agreement
Forward Purchase Agreement	Note 10— 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”). 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 condensed consolidated balance sheets as of March 31, 2023 and December 31, 2022.

Yorkville Facilities

Yorkville Facilities	3 Months Ended
	Mar. 31, 2023
Yorkville Facilities
Yorkville Facilities	Note 11— 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 7.0 7.0 2.0 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 9 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 purchasing a YA Convertible Debenture in the principal amount of $ 10.0 10.0 2.1 In accordance with ASC 815, the Company has determined that certain redemption feature within the YA Convertible Debentures is an embedded derivative. This derivative, referred to throughout as the “redemption feature derivative” is recorded as a liability on the accompanying condensed consolidated balance sheets as of March 31, 2023 and December 31, 2022. The Company has performed fair value measurements for this derivative as of the YA Convertible Debentures issuance dates, December 31, 2022 and March 31, 2023 which is described further in Note 14. The Company will remeasure the fair value of the redemption feature derivative each reporting period.

Equity-based compensation

Equity-based compensation	3 Months Ended
	Mar. 31, 2023
Share-Based Payment Arrangement [Abstract]
Equity-based compensation	Note 12— Equity-based compensation During the three months ended March 31, 2023, the Company recorded stock-based compensation related to our 2014 and 2022 Plans (as defined below). As more fully described in Notes 1 and 3, the Company completed the Mergers with Founder on August 15, 2022, and all incentive units and phantom units under the 2014 Plan 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. 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 vested 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. 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 during the three months ended March 31, 2023: Schedule of RSUs activity Units Weighted Average Grant Date Fair Value Nonvested – December 31, 2022 1,456,695 $ 1.98 Granted 14,188,945 1.09 Vested (7,567,498 ) 1.14 Forfeited/redeemed (68,450 ) 1.98 Nonvested – March 31, 2023 8,009,692 $ 1.19 The RSUs exchanged for phantom units vested upon the Closing of the Mergers. The remaining RSUs will vest over the requisite service periods ranging from six to thirty-six months from the grant date. The Company recognized $ 9.3 2.6 The majority of RSUs settled during the three months ended March 31, 2013 were net share settled such that the Company withheld shares with a value equivalent to the employees’ obligation for the applicable income and other employment taxes and remitted the cash to the appropriate taxing authorities. The total shares withheld were approximately $1.1 million and were based on the value of the RSUs on their respective vesting dates as determined by the Company’s closing stock price. Total payments to the taxing authorities for employees’ tax obligations pertaining to the withheld shares were $1.0 million. As of March 31, 2023, there were 14,234,307 540,032 As of March 31, 2023, the total unrecognized compensation cost related to outstanding RSUs was $ 9.6 1.0

Loss per share

Loss per share	3 Months Ended
	Mar. 31, 2023
Loss per share - for the three months ended March 31, 2023:
Loss per share	Note 13— 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 three months ended March 31, 2023. 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. 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 the three months ended March 31, 2023 are as follows (amounts in thousands, except for share and per share amounts): Schedule of net loss per share Numerator: Net loss for the three months ended March 31, 2023 $ (9,451 ) Less: Net loss attributable to non-controlling interests for the three months ended March 31, 2023 (6,322 ) Net loss for the three months ended March 31, 2023 attributable to Rubicon Technologies, Inc. – Basic and diluted $ (3,129 ) Denominator: Weighted average shares of Class A Common Stock outstanding – Basic and diluted 59,416,924 Net loss per share attributable to Class A Common Stock – Basic and diluted $ (0.05 ) The Company’s potentially dilutive securities below were excluded from the computation of diluted loss per share as their effect would be anti-dilutive: - 15,812,476 14,204,375 - 1,488,519 - 14,234,307 540,032 - 500,000

Fair value measurements

Fair value measurements	3 Months Ended
	Mar. 31, 2023
Fair Value Disclosures [Abstract]
Fair value measurements	Note 14— 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 March 31, 2023 Liabilities Level 1 Level 2 Level 3 Warrant liabilities $ - $ (20,000 ) $ - Redemption feature derivative - - (3,498 ) Additional Subordinated Term Loan Warrants Derivative - - (2,887 ) Earn-out liabilities - - (780 ) Total $ - $ (20,000 ) $ (7,165 ) 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 ) Level 3 Rollfoward Redemption Additional Earn-out December 31, 2022 balances $ (826 ) $ - $ (5,600 ) Additions (474 ) (2,887 ) - Changes in fair value (2,198 ) - 4,820 March 31, 2023 balances $ (3,498 ) $ (2,887 ) $ (780 ) 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 YA Convertible Debentures into Class A Common Stock using a binomial tree structure and backward induction. The payoffs of the YA Convertible Debentures 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 derivative fair value measurements As of March 31, 2023 As of February 3, As of December 31, Price of Class A Common Stock $ 0.66 $ 1.56 $ 1.78 Risk-free interest rate 4.54 % 4.63 % 4.60 % Yield 14.5 % 13.6 % 15.6 % Expected volatility 50.0 % 50.0 % 50.0 % As of December 31, 2022, the redemption feature derivative outstanding was a derivative embedded in the First YA Convertible Debenture. On February 3, 2023, the Second YA Convertible Debenture was issued with identical terms to the First YA Convertible Debenture, except for the principal amount, purchase price, maturity date, and the fixed conversion price. The Company measured and recognized the fair value of the redemption feature derivative as of December 31, 2022, February 3, 2023 which is the Second YA Convertible Debenture issuance date, and March 31, 2023 in derivative liabilities on the consolidated balance sheets, with the respective fair value adjustment recorded in loss on change in fair value of derivatives as a component of other income (expense) on the accompanying condensed consolidated statement of operations for the three months ended March 31, 2023. Additional Subordinated Term Loan Warrants Derivative 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: Schedule of derivative fair value measurements As of March 31, As of December 31, Price of Class A Common Stock $ 0.66 $ 1.78 Risk-free interest rate 3.70 % 4.00 % Expected volatility 70.0 % 65.0 % Expected remaining term 4.4 4.6 The Company measured and recognized the fair value of the Earn-Out Interests as of December 31, 2022 and March 31, 2023 in earn-out liabilities on the accompanying condensed consolidated balance sheet, with the respective fair value adjustment recorded in gain on change in fair value of earn-out liabilities as a component of other income (expense) on the accompanying condensed consolidated statement of operations for the three months ended March 31, 2023.

Commitments and contingencies

Commitments and contingencies	3 Months Ended
	Mar. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and contingencies	Note 15— Commitments and contingencies Legal Matters In the ordinary course of business, the Company is or may be involved in various legal or regulatory proceedings, claims or purported class actions related to alleged infringement of third-party patents and other intellectual property rights, commercial, corporate and securities, labor and employment, wage and hour and other claims. The Company makes a provision for liabilities 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. Leases The Company leases its office facilities under operating lease agreements expiring through 2031. While each of the leases includes renewal options, the Company has only included the base lease term in its calculation of lease assets and liabilities as it is not reasonably certain to utilize the renewal options. The Company does not have any finance leases. The following table presents information regarding the maturities of the undiscounted remaining operating lease payments, with a reconciliation to the amount of the liabilities representing such payments as presented on the March 31, 2023 condensed consolidated balance sheet (in thousands). Schedule of operating lease payments Years Ending December 31, 2023 1,713 2024 1,228 2025 151 2026 152 2027 154 Thereafter 578 Total minimum lease payments 3,976 Less: Imputed interest (723 ) Total operating lease liabilities $ 3,253 Software services subscription The Company entered into a software services subscription agreement with a certain PIPE Investor, including related support and update services on September 22, 2021. The Company subsequently amended the agreement on December 15, 2021, March 6, 2023 and March 28, 2023. The term of the amended agreement is through December 31, 2024. As of March 31, 2023, $ 15.0 11.3 3.8 7.5 3.8

Related party transactions

Related party transactions	3 Months Ended
	Mar. 31, 2023
Related Party Transactions [Abstract]
Related party transactions	Note 16— Related party transactions Convertible debentures On February 1, 2023, the Company issued the NZ Superfund Convertible Debenture and entered into the NZ Superfund Lock-Up Agreement with NZ Superfund, a beneficial owner of greater than 10% of the issued and outstanding Class A Common Stock and Class V Common Stock. See Note 5 for further information regarding these transactions. Chico PIPE Agreements 1,222,222 1.1 March 2023 Financing Commitment – On March 20, 2023, the Company entered into a financing commitment with a certain entity affiliated with Andres Chico and Jose Miguel Enrich whereby the entity or a third party entity designated by the entity intends to provide $ 15.0 million of financing to the Company through the issuance by the Company of debt and/or equity securities including, without limitation, shares of capital stock, securities convertible into or exchangeable for shares of capital stock, warrants, options, or other rights for the purchase or acquisition of such shares and other ownership or profit interests of the Company (the “March 2023 Financing Commitment”). Any debt issued pursuant to the March 2023 Financing Commitment would have a term of at least 12 months and any equity or equity linked securities issued under the March 2023 Financing Commitment would have a fixed price such that no other shareholder or other exchange approvals would be required. The amount the entity agreed to contribute under the March 2023 Financing Commitment will be reduced on a dollar-for-dollar basis by the amount of any other capital the Company receives through December 31, 2023. Pursuant to the March 2023 Financing Commitment, the Company entered into the May 2023 Equity Agreements (see Note 19).

Concentrations

Concentrations	3 Months Ended
	Mar. 31, 2023
Risks and Uncertainties [Abstract]
Concentrations	Note 17— Concentrations During the three months ended March 31, 2023, the Company had a customer who individually accounted for approximately 16% 32% 32% 38%

Liquidity

Liquidity	3 Months Ended
	Mar. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Liquidity	Note 18— Liquidity During the three months ended March 31, 2023, 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 March 31, 2023. As of March 31, 2023, cash and cash equivalents totaled $ 10.5 67.2 52.9 75.0 9.1 200.0 The Company currently projects that it will not have sufficient cash on hand or available liquidity under existing arrangements to meet the Company’s projected liquidity needs for the next 12 months. In the absence of additional capital, there is substantial doubt about the Company’s ability to continue as a going concern. To address the Company’s projected liquidity needs for the next 12 months, the Company has (i) upsized the maximum borrowing capacity under the Revolving Credit Facility to $ 75.0 25.0 7.5 The Company believes that the upsized Revolving Credit Facility, the extended maturities of the Revolving Credit Facility, the Term Loan and the Subordinated Term Loan, the May 2023 Equity Agreements, the May 2023 Financing Commitment, and the amended software services subscription agreement 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	3 Months Ended
	Mar. 31, 2023
Subsequent Events [Abstract]
Subsequent events	Note 19— Subsequent events On April 24, 2023, the Company received a settlement letter from an advisor which waived $ 6.4 6.4 On May 19, 2023, the Company entered into a loan conversion agreement to convert the principal and accrued interest of the Rodina Note to Class A Common Stock. Pursuant to the agreement, the Company agreed to issue Class A Common Stock to the lender of the Rodina Note for a full and final settlement of the Rodina Note. The date of the conversion (the “Rodina Note Conversion Date”) will be mutually agreed by the Company and the lender on a later date and the conversion price and the number of shares of Class A Common Stock to be issued will be determined based on the average daily VWAP of Class A Common Stock for the five trading days immediately preceding the Rodina Note Conversion Date. On May 19, 2023, the Company entered into an amendment to the Term Loan agreement, which extended the maturity date to May 23, 2024. On May 19, 2023, the Company entered into an amendment to the Subordinated Term Loan agreement, which extended the maturity date to May 23, 2024. In May 2023, the Company entered into subscription agreements with various investors, including certain entities affiliated with Andres Chico and Jose Miguel Enrich, to issue Class A Common Stock in exchange for the total purchase price of at least $ 13.7 million (the “May 2023 Equity Agreements”). On May 20, 2023, the Company entered into the May 2023 Financing Commitment with a certain entity affiliated with Andres Chico and Jose Miguel Enrich whereby the entity or a third party entity designated by the entity intends to provide $ 25.0 On May 21, 2023, the Company entered into an amendment to the Grant Notice and Standard Terms and Conditions of Restricted Stock Unit Award with Mr. Phil Rodoni, the Chief Executive Officer (the “CEO”) of the Company. Pursuant to the agreement, the Company and Mr. Rodoni agreed to delay the settlement of certain vested RSUs included in the award to a date that is no later than December 31, 2023. On May 21, 2023, the Company entered into an amendment to the CEO Transition Agreement with Mr. Nate Morris, the former CEO of the Company. Pursuant to the amendment, the Company and Mr. Morris agreed with, among other things, (i) the Company to grant Mr. Morris rights to certain marketing campaigns/programs and white papers and (ii) amended schedules of certain cash compensation and the settlement of certain vested RSUs. Subsequent to March 31, 2023, the Yorkville Investor converted $ 1.5 3,546,581

Nature of operations and summ_2

Nature of operations and summary of significant accounting policies (Policies)	3 Months Ended
	Mar. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Business	Description of Business Rubicon is a digital marketplace for waste and recycling services and provides cloud-based waste and recycling solutions to businesses and governments. Rubicon’s sustainable waste and recycling solutions provide comprehensive management of customers’ waste streams through a platform that powers a modern, digital experience and delivers data-driven insights and transparency for the customers and hauling and recycling partners. Rubicon also 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.
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 (“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 Service Revenue: Service revenues are primarily derived from long-term contracts with waste generator customers including multiple promises delivered through the Company’s digital marketplace platform. The promises include waste removal, consultation services, billing administration and consolidation, cost savings analyses, and vendor procurement and performance management, each of which constitutes an input to the combined service managed through the digital platform. The digital platform and services are highly interdependent, and accordingly, each contractual promise is not considered a distinct performance obligation in the context of the contract and is combined into a single performance obligation. In general, fees are invoiced, and revenue is recognized over time as control is transferred. Revenue is measured as the amount of consideration the Company expects to receive in exchange for providing the service. The Company invoices for certain services prior to performance. These advance invoices are included in contract liabilities and recognized as revenue in the period service is provided. Service revenues also include software-as-a-service subscription, maintenance, equipment and other professional services, which represent separate performance obligations. Once the performance obligations and the transaction price are determined, including an estimate of any variable consideration, the Company then allocates the transaction price to each performance obligation in the contract using a relative standalone selling price method. The Company determines standalone selling price based on the price at which the good or service is sold separately. Recyclable Commodity Revenue: The Company recognizes recyclable commodity revenue through the sales 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 is the principal in the transaction (gross), or the Company arranges for other parties to provide the service to the end-user and is the agent in the transaction (net). Management has concluded that the Company is the principal in most arrangements as it controls the waste removal service and is the primary obligor in the transactions. 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 March 31, 2023 and December 31, 2022 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 purchases 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 condensed consolidated statements of operations.
Cash and Cash Equivalents	Cash and Cash Equivalents
Accounts Receivable and Contract Balances	Accounts Receivable and Contract Balances 3.5 3.6 In cases where customers pay for services in arrears, the Company accrues revenue in advance of billings as long as the criteria for revenue recognition are met, thus creating a contract asset (unbilled receivable). As of March 31, 2023 and December 31, 2022, the Company had unbilled receivables of $ 52.9 55.2 52.3 Contract liabilities (deferred revenue) consist of amounts collected prior to having satisfied the performance obligation. The Company periodically invoices customers for recurring front load services in advance on a monthly basis. As of March 31, 2023 and December 31, 2022, the Company had deferred revenue balances of $ 6.0 5.9 4.6
Accrued Hauler Expenses	Accrued Hauler Expenses
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 (the “NYSE”). 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 14 for further information regarding fair value measurements.
Offering Costs	Offering Costs 0 67.3 60.9 6.4 0.6 6.4 6.4
Customer Acquisition Costs	Customer Acquisition Costs
Warrants	Warrants Distinguishing Liabilities from Equity Derivatives and Hedging 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 as a component of other income (expense) on the consolidated statement of operations. As of March 31, 2023, the Company has both liability-classified and equity-classified warrants outstanding. See Note 9 for further information.
Earn-out Liabilities	Earn-out Liabilities 1,488,519 8,900,840 0.0001 (1) 50% of the Earn-Out Interests if the volume weighted average price (the “VWAP”) of the Class A Common Stock equals or exceeds $14.00 per share (as adjusted for stock splits, stock dividends, reorganizations, and recapitalizations) for twenty (20) of thirty (30) consecutive trading days during the Earn-Out Period; and (2) 50% of the Earn-Out Interests if the VWAP of the Class A Common Stock equals or exceeds $16.00 per share (as adjusted for stock splits, stock dividends, reorganizations, and recapitalizations) for twenty (20) of any thirty (30) consecutive trading days during the Earn-Out Period. Earn-Out Interests were 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 as a component of 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 as a component of other income (expense), and such Earn-Out Interests will be reclassed to stockholders’ (deficit) equity on the consolidated balance sheet. As of March 31, 2023 and December 31, 2022, the Earn-out Interests had a fair value of $ 0.8 5.6 4.8
Noncontrolling Interest	Noncontrolling Interest Shares of Class V Common Stock are 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 66.1% of Holdings LLC’s net loss during the three months ended March 31, 2023 was allocated to noncontrolling interests (“NCI”).
Income Taxes	Income Taxes The Company accounts for income taxes in accordance with ASC Topic 740, Accounting for Income Taxes Income Taxes; Interim Reporting ASC Topic 740 prescribes a two-step approach for the recognition and measurement of tax benefits associated with the positions taken or expected to be taken in a tax return that affect amounts reported in the financial statements. 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 March 31, 2023 or December 31, 2022, 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 estimates will be recorded in the period in which such determination is made. The Company reports income tax-related interest and penalties relating to uncertain tax positions, if applicable, as a component of income tax expense. The Company’s income tax expense was $- 0 0 0.2 0.1 During the three months ended March 31, 2023 and 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 0.2
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 13 for additional information on dilutive securities. Prior to the Mergers, the membership structure of Holdings LLC included units with liquidation preferences. The Company analyzed the calculation of loss per unit for periods prior to the Mergers and determined that it resulted in values that would not be meaningful to the users of these condensed consolidated financial statements. As a result, loss per share information has not been presented for periods prior to the Closing.
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.

Property and equipment (Tables)

Property and equipment (Tables)	3 Months Ended
	Mar. 31, 2023
Property, Plant and Equipment [Abstract]
Schedule of property and equipment	Schedule of property and equipment March 31, 2023 December 31, Computers, equipment and software $ 4,043 $ 3,791 Customer equipment 1,532 1,485 Furniture and fixtures 1,699 1,699 Leasehold improvements 3,772 3,772 Total property and equipment 11,046 10,747 Less accumulated amortization and depreciation (8,430 ) (8,103 ) Total property and equipment, net $ 2,616 $ 2,644

Debt (Tables)

Debt (Tables)	3 Months Ended
	Mar. 31, 2023
Debt Disclosure [Abstract]
Schedule of components of long-term debt	Schedule of components of long-term debt March 31, 2023 December 31, Term loan balance $ 60,700 $ 71,000 Convertible debt balance 16,153 7,000 Related-party convertible debt balance 20,435 11,964 Less unamortized loan origination costs (10,168 ) (6,138 ) Total borrowed 87,120 83,826 Less short-term debt obligation balance (4,205 ) (3,771 ) Long-term debt obligation balance $ 82,915 $ 80,055
Schedule of maturities of long-term debt	Schedule of maturities of long-term debt Fiscal Years Ending December 31, 2023 $ 4,500 2024 92,788 Total $ 97,288

Accrued expenses (Tables)

Accrued expenses (Tables)	3 Months Ended
	Mar. 31, 2023
Payables and Accruals [Abstract]
Schedule of accrued expenses	Schedule of accrued expenses March 31, 2023 December 31, Accrued hauler expenses $ 43,012 $ 44,773 Accrued compensation 19,104 43,054 Accrued income taxes - 9 Accrued Mergers transaction expenses 6,364 13,433 Other accrued expenses 5,447 6,733 Total accrued expenses $ 73,927 $ 108,002

Goodwill and other intangibles

Goodwill and other intangibles (Tables)	3 Months Ended
	Mar. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of intangible assets and goodwill	Schedule of intangible assets and goodwill March 31, 2023 Useful Life Gross Accumulated Net Carrying Trade Name 5 $ 728 $ (728 ) $ - Customer and hauler relationships 2 8 20,976 (12,781 ) 8,195 Non-competition agreements 3 4 550 (550 ) - Technology 3 3,178 (2,133 ) 1,045 Total finite-lived intangible assets 25,432 (16,192 ) 9,240 Domain Name Indefinite 835 - 835 Total intangible assets $ 26,267 $ (16,192 ) $ 10,075 December 31, 2022 Useful Life Gross Accumulated Net Carrying 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
Schedule of finite- lived intangible assets, future amortization expense	Schedule of finite- lived intangible assets, future amortization expense Fiscal Years Ending December 31, 2023 $ 2,414 2024 3,110 2025 2,559 2026 1,157 Total future amortization of intangible assets $ 9,240

Stockholders_ (deficit) equity

Stockholders’ (deficit) equity (Tables)	3 Months Ended
	Mar. 31, 2023
Equity [Abstract]
Schedule of stockholders equity	Schedule of stockholders equity   Authorized Issued Outstanding Class A Common Stock 690,000,000 72,988,610 72,988,610 Class V Common Stock 275,000,000 115,463,646 115,463,646 Preferred Stock 10,000,000 - - Total shares as of March 31, 2023 975,000,000 188,452,256 188,452,256 The table set forth below reflects information about the Company’s equity as of December 31, 2022.   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

Equity-based compensation (Tabl

Equity-based compensation (Tables)	3 Months Ended
	Mar. 31, 2023
Share-Based Payment Arrangement [Abstract]
Schedule of RSUs activity	Schedule of RSUs activity Units Weighted Average Grant Date Fair Value Nonvested – December 31, 2022 1,456,695 $ 1.98 Granted 14,188,945 1.09 Vested (7,567,498 ) 1.14 Forfeited/redeemed (68,450 ) 1.98 Nonvested – March 31, 2023 8,009,692 $ 1.19

Loss per share (Tables)

Loss per share (Tables)	3 Months Ended
	Mar. 31, 2023
Loss per share - for the three months ended March 31, 2023:
Schedule of net loss per share	Schedule of net loss per share Numerator: Net loss for the three months ended March 31, 2023 $ (9,451 ) Less: Net loss attributable to non-controlling interests for the three months ended March 31, 2023 (6,322 ) Net loss for the three months ended March 31, 2023 attributable to Rubicon Technologies, Inc. – Basic and diluted $ (3,129 ) Denominator: Weighted average shares of Class A Common Stock outstanding – Basic and diluted 59,416,924 Net loss per share attributable to Class A Common Stock – Basic and diluted $ (0.05 )

Fair value measurements (Tables

Fair value measurements (Tables)	3 Months Ended
	Mar. 31, 2023
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
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 March 31, 2023 Liabilities Level 1 Level 2 Level 3 Warrant liabilities $ - $ (20,000 ) $ - Redemption feature derivative - - (3,498 ) Additional Subordinated Term Loan Warrants Derivative - - (2,887 ) Earn-out liabilities - - (780 ) Total $ - $ (20,000 ) $ (7,165 ) 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 ) Level 3 Rollfoward Redemption Additional Earn-out December 31, 2022 balances $ (826 ) $ - $ (5,600 ) Additions (474 ) (2,887 ) - Changes in fair value (2,198 ) - 4,820 March 31, 2023 balances $ (3,498 ) $ (2,887 ) $ (780 )
Redemption Feature Derivative [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Schedule of derivative fair value measurements	Schedule of derivative fair value measurements As of March 31, 2023 As of February 3, As of December 31, Price of Class A Common Stock $ 0.66 $ 1.56 $ 1.78 Risk-free interest rate 4.54 % 4.63 % 4.60 % Yield 14.5 % 13.6 % 15.6 % Expected volatility 50.0 % 50.0 % 50.0 %
Earn Out Liability [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Schedule of derivative fair value measurements	Schedule of derivative fair value measurements As of March 31, As of December 31, Price of Class A Common Stock $ 0.66 $ 1.78 Risk-free interest rate 3.70 % 4.00 % Expected volatility 70.0 % 65.0 % Expected remaining term 4.4 4.6

Commitments and contingencies (

Commitments and contingencies (Tables)	3 Months Ended
	Mar. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Schedule of operating lease payments	Schedule of operating lease payments Years Ending December 31, 2023 1,713 2024 1,228 2025 151 2026 152 2027 154 Thereafter 578 Total minimum lease payments 3,976 Less: Imputed interest (723 ) Total operating lease liabilities $ 3,253

Nature of operations and summ_3

Nature of operations and summary of significant accounting policies (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	2 Months Ended	3 Months Ended
	Apr. 24, 2023	May 24, 2023	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Allowance for doubtful accounts			$ 3,500		$ 3,600
Unbilled receivables			52,900		55,200
Customer invoice			52,300
Deferred revenue			6,000		5,900
Contract liability recognized			4,600
Deferred offering costs capitalized			0		0
Additional paid-in capital			67,300		60,900
Accrued expenses			6,400
Other expense			600
Gain on settlement			18,600
Fair value of Earn-out Interests			800		5,600
Other income (expense)			4,800
Income tax expense (benefit)			$ 0	$ 0
Effective tax rate			0.20%	0.10%
Net deferred tax liability			$ 200		$ 200
Common Class A [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Common stock, par value			$ 0.0001		$ 0.0001
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] | 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		$ 0.0001
Subsequent Event [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Other expense	$ 6,400
Offering costs recognized	$ 6,400
Gain on settlement		$ 6,400

Mergers (Details Narrative)

Mergers (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands		1 Months Ended	3 Months Ended
	Aug. 15, 2022	Apr. 24, 2023	Mar. 31, 2023
Business Acquisition [Line Items]
Contributed capital			$ 73,800
Cash consideration			28,900
Aggregate proceeds received from the PIPE Investors			121,000
Transaction costs			67,300
Accrued expenses			60,900
Other expense			$ 600
Subsequent Event [Member]
Business Acquisition [Line Items]
Other expense		$ 6,400
Common Stock Class A [Member]
Business Acquisition [Line Items]
Retained aggregate shares			19,846,916
Transaction costs			$ 7,100
Common Stock Class B [Member]
Business Acquisition [Line Items]
Retained aggregate shares			118,677,880
Class A Common Stock [Member]
Business Acquisition [Line Items]
Number of shares newly issued			160,000
Class B Units [Member]
Business Acquisition [Line Items]
Number of shares newly issued			880,000
Class A Shares [Member]
Business Acquisition [Line Items]
Number of shares forfeited			160,000
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
P I P E Investors [Member] | Class A Common Stock [Member]
Business Acquisition [Line Items]
Aggregate of shares			12,100,000
Share Price			$ 10
F P A Sellers [Member] | Class A Common Stock [Member]
Business Acquisition [Line Items]
Aggregate of shares			7,082,616

Property and equipment (Details

Property and equipment (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Total property and equipment, net	$ 2,616	$ 2,644
Property, Plant and Equipment [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	11,046	10,747
Less accumulated amortization and depreciation	(8,430)	(8,103)
Total property and equipment, net	2,616	2,644
Property, Plant and Equipment [Member] | Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	4,043	3,791
Property, Plant and Equipment [Member] | Equipment [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	1,532	1,485
Property, Plant and Equipment [Member] | Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	1,699	1,699
Property, Plant and Equipment [Member] | Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 3,772	$ 3,772

Property and equipment (Detai_2

Property and equipment (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Property, Plant and Equipment [Abstract]
Amortization and depreciation expense	$ 300	$ 300

Debt (Details)

Debt (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Debt Disclosure [Abstract]
Term loan balance	$ 60,700	$ 71,000
Convertible debt balance	16,153	7,000
Related-party convertible debt balance	20,435	11,964
Less unamortized loan origination costs	(10,168)	(6,138)
Total borrowed	87,120	83,826
Less short-term debt obligation balance	(4,205)	(3,771)
Long-term debt obligation balance	$ 82,915	$ 80,055

Debt (Details 1)

Debt (Details 1) $ in Thousands	Mar. 31, 2023 USD ($)
Debt Disclosure [Abstract]
2023	$ 4,500
2024	92,788
Total	$ 97,288

Debt (Details Narrative)

Debt (Details Narrative) - USD ($) $ in Thousands				1 Months Ended					3 Months Ended
	Feb. 07, 2023	Feb. 02, 2023	Dec. 14, 2018	Dec. 16, 2022	Nov. 30, 2022	Nov. 18, 2022	Dec. 22, 2021	Mar. 29, 2019	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Line of Credit Facility [Line Items]
Maturity date				Jun. 16, 2024	May 30, 2024
Amortization of deferred debt charges									$ 500	$ 500
Principal amount				$ 11,900	$ 7,000
Loss on extinguishments of debt									(2,103)
Interest rate				6%	4%
Net proceeds				$ 10,500
Interest expense									7,800	3,800
Convertible Debentures [Member]
Line of Credit Facility [Line Items]
Deferred debt charges									1,700		$ 2,500
Amortization of deferred debt charges									500	0
Principal amount									2,300
Loss on extinguishments of debt									1,300
Accrued interest to principal									$ 100
Convertible debentures share									2,849,962
Insider Convertible Debentures [Member]
Line of Credit Facility [Line Items]
Amortization of deferred debt charges									$ 200	0
Accrued interest to principal									$ 200	0
Related party notes receivable discription									As of December 31, 2022, the Company had received $3.5 million of the total $10.5 million net proceeds from the investors and the remaining $7.0 million was recorded in related-party notes receivable on the accompanying condensed consolidated balance sheet as of December 31, 2022. The Company received the remaining $7.0 million in January and February 2023. Neither principal nor accrued interest of the Insider Convertible Debentures was converted to Class A Common Stock from the origination through March 31, 2023.
Third Party Convertible Debentures [Member]
Line of Credit Facility [Line Items]
Maturity date		Aug. 01, 2024
Interest rate effective percentage		6%
Amortization of deferred debt charges									$ 0	0
Accrued interest to principal									0	0
N Z Superfund [Member]
Line of Credit Facility [Line Items]
Interest rate effective percentage		8%
Amortization of deferred debt charges									100	0
Principal amount		$ 5,100
Accrued interest to principal									100	0
Revolving Credit Facility [Member]
Line of Credit Facility [Line Items]
Long-Term Debt, Gross	$ 75,000		$ 60,000
Maturity date	Dec. 14, 2025		Dec. 31, 2023			Dec. 31, 2022
Interest rate effective percentage	4.80%		5.60%								9.70%
Remainning credit value									52,000		$ 51,800
Line of credit									9,100		$ 5,600
Deferred debt charges									400
Amortization of deferred debt charges									100	100
Credit facility reduced									$ 10,700
Term Loan Facility [Member]
Line of Credit Facility [Line Items]
Long-Term Debt, Gross								$ 20,000
Maturity date							Dec. 22, 2022	Mar. 29, 2024
Interest rate effective percentage	9.60%							9.50%	14.30%		13.60%
Deferred debt charges									$ 3,100
Amortization of deferred debt charges									200	300
Principal amount	$ 10,300								200
Loss on extinguishments of debt	$ 500
Long-term construction loan							$ 20,000
Rodina Note [Member]
Line of Credit Facility [Line Items]
Maturity date		Jul. 01, 2024
Interest rate effective percentage		16%
Principal amount		$ 3,000
Accrued interest to principal									$ 100	$ 0

Accrued expenses (Details)

Accrued expenses (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Accrued hauler expenses	$ 43,012	$ 44,773
Accrued compensation	19,104	43,054
Accrued income taxes		9
Accrued Mergers transaction expenses	6,364	13,433
Other accrued expenses	5,447	6,733
Total accrued expenses	$ 73,927	$ 108,002

Accrued expenses (Details Narra

Accrued expenses (Details Narrative) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($)
Payables and Accruals [Abstract]
RSUs granted amount	$ 8,200
Amount of rollover consideration	26,800
Gain on settlement	$ 18,600

Goodwill and other intangible_2

Goodwill and other intangibles (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 26,267	$ 26,267
Accumulated Amortization	(16,192)	(15,386)
Net Carrying Amount	10,075	10,881
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	(16,192)	(15,386)
Net Carrying Amount	$ 9,240	$ 10,046
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	(12,781)	(12,141)
Net Carrying Amount	$ 8,195	$ 8,835
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)	(550)
Net Carrying Amount
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	(2,133)	(1,967)
Net Carrying Amount	$ 1,045	$ 1,211

Goodwill and other intangible_3

Goodwill and other intangibles (Details 1) $ in Thousands	Mar. 31, 2023 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2023	$ 2,414
2024	3,110
2025	2,559
2026	1,157
Total future amortization of intangible assets	$ 9,240

Goodwill and other intangible_4

Goodwill and other intangibles (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of intangible assets	$ 800	$ 800

Stockholders' (deficit) equity

Stockholders' (deficit) equity (Details) - shares	Mar. 31, 2023	Dec. 31, 2022
Class of Stock [Line Items]
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Equity [Member]
Class of Stock [Line Items]
Total shares authorized	975,000,000	975,000,000
Total shares issued	188,452,256	171,350,338
Total shares outstanding	188,452,256	171,350,338
Common Class A [Member]
Class of Stock [Line Items]
Common stock, shares authorized	690,000,000	690,000,000
Common stock, shares issued	72,988,610	55,886,692
Common stock, shares outstanding	72,988,610	55,886,692
Common Class A [Member] | Equity [Member]
Class of Stock [Line Items]
Common stock, shares authorized	690,000,000	690,000,000
Common stock, shares issued	72,988,610	55,886,692
Common stock, shares outstanding	72,988,610	55,886,692
Common Class V [Member]
Class of Stock [Line Items]
Common stock, shares authorized	275,000,000	275,000,000
Common stock, shares issued	115,463,646	115,463,646
Common stock, shares outstanding	115,463,646	115,463,646
Common Class V [Member] | Equity [Member]
Class of Stock [Line Items]
Common stock, shares authorized	275,000,000	275,000,000
Common stock, shares issued	115,463,646	115,463,646
Common stock, shares outstanding	115,463,646	115,463,646
Preferred Stock [Member] | Equity [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding

Warrants (Details Narrative)

Warrants (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended
	Aug. 15, 2022	Mar. 31, 2023	Dec. 31, 2023	Mar. 22, 2023	Dec. 31, 2022	Nov. 30, 2022	Nov. 18, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
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							$ 2,600
Term loan warrants fair value		$ 0
Public Warrants [Member] | Private Placement [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Outstanding warrants	15,812,476
Private Warrants [Member] | Private Placement [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Outstanding warrants	14,204,375
Warrant [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Exercise price		$ 0.01
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 the 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 (the “Additional Subordinated Term Loan Warrants”). 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		$ 0			$ 0
Term Loan Warrants [Member] | Firstamendment [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrant liabilities				$ 250
Term Loan Warrants [Member] | Secondamendment [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrant liabilities				$ 350
Y A Warrant [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrant liabilities			$ 20,000		$ 20,000
Warrant purchase price		6,000
Warrant is exercisable amount		$ 20,000
Warrant exercise price		$ 0.0001
Advisor Warrant [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Outstanding warrants						500,000
Warrant exercise price						$ 0.01
Loss on change in fair value		$ 100

Forward Purchase Agreement (Det

Forward Purchase Agreement (Details Narrative)	3 Months Ended
	Mar. 31, 2023
Forward Purchase Agreement
Termination Agreement	the Company and the FPA Sellers entered into the Forward Purchase Agreement for an OTC Equity Prepaid Forward Transaction (the “Forward Purchase Transaction”). 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 condensed consolidated balance sheets as of March 31, 2023 and December 31, 2022.

Yorkville Facilities (Details N

Yorkville Facilities (Details Narrative) - USD ($) $ in Thousands	1 Months Ended
	Aug. 31, 2022	Mar. 31, 2023	Dec. 16, 2022	Nov. 30, 2022
Defined Benefit Plan Disclosure [Line Items]
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
Purchase price				7,000
Noncurrent assets				$ 2,000
Yorkville [Member] | Common Class A [Member]
Defined Benefit Plan Disclosure [Line Items]
Shares issued	200,000
Yorkville Facilities [Member]
Defined Benefit Plan Disclosure [Line Items]
Principal Amount		$ 10,000
Purchase price		10,000
Noncurrent assets		$ 2,100

Equity-based compensation (Deta

Equity-based compensation (Details)	3 Months Ended
	Mar. 31, 2023 $ / shares shares
Share-Based Payment Arrangement [Abstract]
Options outstanding, beginning balance	1,456,695
Weighted average grant date fair Value, beginning | $ / shares	$ 1.98
Options granted	14,188,945
Weighted Average Grant Date Fair Value, granted	1.09
Options vested	(7,567,498)
Weighted Average Grant Date Fair Value, vested | $ / shares	$ 1.14
Options Forfeited/redeemed	(68,450)
Weighted Average Grant Date Fair Value, forfeited/redeemed | $ / shares	$ 1.98
Options outstanding,ending balance	8,009,692
Weighted average grant date fair Value, ending | $ / shares	$ 1.19

Equity-based compensation (De_2

Equity-based compensation (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Aug. 15, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Equity compensation costs	$ 9,300	$ 2,600
Exchange of vested RSUs	14,234,307
Exchange of vested DSUs	540,032
Unrecognized compensation	$ 9,600
Weighted-average period	1 year
Common Class A [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock, shares authorized	690,000,000		690,000,000
Common stock, shares issued	72,988,610		55,886,692
Common stock, shares outstanding	72,988,610		55,886,692
Two Thousand Twenty Two Plan [Member] | Common Class A [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

Loss per share (Details)

Loss per share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Net loss	$ (9,451)
Net loss attributable to non-controlling interests	(6,322)
Net loss for Basic and Diluted	$ (3,129)
Common Class A [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Weighted average shares of Basic and diluted	59,416,924
Net loss per share attributable to Basic and diluted	$ (0.05)

Loss per share (Details Narrati

Loss per share (Details Narrative)	3 Months Ended
	Mar. 31, 2023 shares
Common Stock Class A [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares	500,000
Public Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares	15,812,476
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	14,234,307
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	3 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Redemption Feature Derivative [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
December 31, 2022 balances	$ (826)
Additions	(474)
Changes in fair value	(2,198)
March 31, 2023 balances	(3,498)
Additional Subordinated Term Loan Warrants Derivative [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
December 31, 2022 balances
Additions	(2,887)
Changes in fair value
March 31, 2023 balances	(2,887)
Earn Out Liability [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
December 31, 2022 balances	(5,600)
Additions
Changes in fair value	4,820
March 31, 2023 balances	(780)
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities
Redemption feature derivative
Additional Subordinated Term Loan Warrants Derivative
Earn-out liabilities
Total
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	(20,000)	(20,890)
Redemption feature derivative
Additional Subordinated Term Loan Warrants Derivative
Earn-out liabilities
Total	(20,000)	(20,890)
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities
Redemption feature derivative	(3,498)	(826)
Additional Subordinated Term Loan Warrants Derivative	(2,887)
Earn-out liabilities	(780)	(5,600)
Total	$ (7,165)	$ (6,426)

Fair value measurements (Deta_2

Fair value measurements (Details 1) - Redemption Feature Derivative [Member] - $ / shares	1 Months Ended	3 Months Ended	12 Months Ended
	Feb. 03, 2023	Mar. 31, 2023	Dec. 31, 2022
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Price of Class A Common Stock	$ 1.56	$ 0.66	$ 1.78
Risk-free interest rate	4.63%	4.54%	4.60%
Yield	13.60%	14.50%	15.60%
Expected volatility	50%	50%	50%

Fair value measurements (Deta_3

Fair value measurements (Details 2) - Earn Out Liability [Member] - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Price of Class A Common Stock	$ 0.66	$ 1.78
Risk-free interest rate	3.70%	4%
Expected volatility	70%	65%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term	4 years 4 months 24 days	4 years 7 months 6 days

Commitments and contingencies_2

Commitments and contingencies (Details) $ in Thousands	Mar. 31, 2023 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2023	$ 1,713
2024	1,228
2025	151
2026	152
2027	154
Thereafter	578
Total minimum lease payments	3,976
Less: Imputed interest	(723)
Total operating lease liabilities	$ 3,253

Commitments and contingencies_3

Commitments and contingencies (Details Narrative) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2023	Oct. 31, 2024
Subsequent Event [Line Items]
Due in the next 12 months		$ 15,000
Subscription fee		$ 3,800
Subsequent Event [Member]
Subsequent Event [Line Items]
Thereafter				$ 11,300
Subscription fee			$ 7,500
Subscription fees paid	$ 3,800

Related party transactions (Det

Related party transactions (Details Narrative) - USD ($) $ in Thousands	1 Months Ended
	Mar. 20, 2023	Mar. 16, 2023	Nov. 30, 2022
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Purchase price			$ 7,000
[custom:DeferredFinanceCosts]	$ 15,000
Felipe Chico Hernandez [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Common stock shares issued		1,222,222
Purchase price		$ 1,100

Concentrations (Details Narrati

Concentrations (Details Narrative) - Customer Concentration Risk [Member]	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Revenue Benchmark [Member] | Two Customers [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage	16%	32%
Accounts Receivable [Member] | Two Customers [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage	32%
Accounts Receivable [Member] | Three Customers [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage			38%

Liquidity (Details Narrative)

Liquidity (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Line of Credit Facility [Line Items]
Cash and cash equivalents	$ 10,543	$ 10,079
Debt Instrument, Unused Borrowing Capacity, Fee	75,000
Additional financing	25,000
P I P E Investor [Member]
Line of Credit Facility [Line Items]
Debt Instrument, Unused Borrowing Capacity, Fee	7,500
Revolving Credit Facility [Member]
Line of Credit Facility [Line Items]
Cash and cash equivalents	10,500
Accounts receivable	67,200
Unbilled accounts receivable	52,900
Borrow amount	9,100
Revolving Credit Facility [Member] | Borrowings [Member]
Line of Credit Facility [Line Items]
Borrow amount	75,000
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
	May 20, 2023	May 22, 2023	Apr. 24, 2023	Mar. 31, 2023	Nov. 30, 2022
Subsequent Event [Line Items]
Purchase price					$ 7,000
First Y A Convertible Debenture [Member]
Subsequent Event [Line Items]
Issued shares				3,546,581
Yorkville Investor [Member]
Subsequent Event [Line Items]
Convertible Debentures				$ 1,500
Subsequent Event [Member]
Subsequent Event [Line Items]
Unpaid fees			$ 6,400
Settlement resulted in a gain			$ 6,400
Purchase price		$ 13,700
Securities convertible	$ 25,000