Rubicon (RBTC) 10-Q 20 May 24 2024 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Mar. 31, 2024	May 20, 2024
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2024
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2024
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	950 E Paces Ferry Rd NE Suite 810
Entity Address, City or Town	Atlanta
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30326
City Area Code	(844)
Local Phone Number	479-1507
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	RBT
Security Exchange Name	NYSE
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
Common Class A [Member]
Entity Common Stock, Shares Outstanding		54,761,991
Common Class V [Member]
Entity Common Stock, Shares Outstanding		1,074,899

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Current Assets:
Cash and cash equivalents	$ 13,846	$ 18,695
Accounts receivable, net	52,049	62,930
Contract assets, net	59,574	75,567
Prepaid expenses	20,172	13,197
Current assets of discontinued operations	6,338	5,257
Other current assets	3,915	3,742
Total Current Assets	155,894	179,388
Property and equipment, net	525	632
Operating right-of-use assets	331	567
Other noncurrent assets	1,912	2,114
Goodwill	19,872	19,872
Intangible assets, net	6,472	7,111
Noncurrent assets of discontinued operations	13,321	13,603
Total Assets	198,327	223,287
Current Liabilities:
Accounts payable	75,799	65,465
Line of credit	71,978	71,121
Accrued expenses	55,260	76,645
Contract liabilities	1,415	1,499
Operating lease liabilities, current	398	725
Warrant liabilities	2,697	26,493
Derivative liabilities	10,349	9,375
Current liabilities of discontinued operations	8,117	6,216
Total Current Liabilities	226,013	257,539
Long-Term Liabilities:
Deferred income taxes	202	197
Debt obligations, net of deferred debt charges	85,621	81,001
Related-party debt obligations, net of deferred debt charges	16,824	16,302
Derivative liabilities	1,564	3,683
Earn-out liabilities	31	142
Other long-term liabilities	3,015	3,395
Total Long-Term Liabilities	107,257	104,720
Total Liabilities	333,270	362,259
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, 2024 and December 31, 2023, respectively
Additional paid-in capital	267,772	221,986
Accumulated deficit	(410,475)	(394,804)
Total stockholders’ deficit attributable to Rubicon Technologies, Inc.	(142,698)	(172,814)
Noncontrolling interests	7,755	33,842
Total Stockholders’ Deficit	(134,943)	(138,972)
Total Liabilities and Stockholders’ (Deficit) Equity	198,327	223,287
Common Class A [Member]
Stockholders’ (Deficit) Equity:
Common stock value	5	4
Common Class V [Member]
Stockholders’ (Deficit) Equity:
Common stock value

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
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	52,406,059	39,643,584
Common stock, shares outstanding	52,406,059	39,643,584
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	1,074,899	4,425,388
Common stock, shares outstanding	1,074,899	4,425,388

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Revenue:
Service	$ 147,252	$ 164,324
Recyclable commodity	15,810	14,733
Total revenue	163,062	179,057
Cost of revenue (exclusive of amortization and depreciation):
Service	140,347	157,514
Recyclable commodity	14,055	13,187
Total cost of revenue (exclusive of amortization and depreciation)	154,402	170,701
Sales and marketing	1,688	2,445
Product development	6,625	7,441
General and administrative	13,086	18,188
Gain on settlement of incentive compensation		(18,622)
Amortization and depreciation	931	1,113
Total Costs and Expenses	176,732	181,266
Loss from Operations	(13,670)	(2,209)
Other Income (Expense):
Interest earned	32	1
Gain (loss) on change in fair value of warrant liabilities	10,577	(55)
Gain on change in fair value of earnout liabilities	111	4,820
Loss on change in fair value of derivatives	(1,299)	(2,198)
Gain on service fee settlements in connection with the Mergers		632
Loss on extinguishment of debt obligations		(2,103)
Interest expense	(10,750)	(7,176)
Related party interest expense	(522)	(593)
Other expense	(951)	(421)
Total other income (expense)	(2,802)	(7,093)
Loss from continuing operations before income taxes	(16,472)	(9,302)
Income tax expense	12	16
Net loss from continuing operations	(16,484)	(9,318)
Discontinued operations:
Loss from discontinued operations before income taxes	(669)	(133)
Income tax expense
Net loss from discontinued operations	(669)	(133)
Net loss	(17,153)	(9,451)
Net loss from continuing operations attributable to noncontrolling interests	(1,437)	(6,234)
Net loss from continuing operations attributable to Class A common stockholders	(15,047)	(3,084)
Net loss from discontinued operations attributable to noncontrolling interests	(45)	(88)
Net loss from discontinued operations attributable to Class A common stockholders	$ (624)	$ (45)
Net loss per Class A Common share - basic	$ (0.33)	$ (0.41)
Net loss per Class A Common share - diluted	(0.33)	(0.41)
Net loss from discontinued operations per Class A Common share, basic	(0.01)	(0.01)
Net loss from discontinued operations per Class A Common share, diluted	$ (0.01)	$ (0.01)
Weighted average shares outstanding, basic	46,068,599	7,427,116
Weighted average shares outstanding, diluted	46,068,599	7,427,116

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' (DEFICIT) EQUITY (UNAUDITED) - USD ($) $ in Thousands	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, 2022	$ 1	$ 1		$ 34,659	$ (337,860)	$ 148,747	$ (154,452)
Beginning balance, shares at Dec. 31, 2022	6,985,869	14,432,992
Equity-based compensation				9,302			9,302
Issuance of common stock for services rendered				10,245			10,245
Issuance of common stock for services rendered, shares	1,164,757
Issuance of equity-classified warrants				945			945
Issuance of common stock for vested RSUs
Issuance of common stock for vested RSUs, shares	463,961
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	356,246
Proceeds from issuance of common stock				1,100			1,100
Proceeds from issuance of common stock, shares	152,778
Net loss					(3,129)	(6,322)	(9,451)
Ending balance, value at Mar. 31, 2023	$ 1	$ 1		58,314	(340,989)	142,425	(140,248)
Ending balance, shares, shares at Mar. 31, 2023	9,123,611	14,432,992
Beginning balance, value at Dec. 31, 2023	$ 4			221,986	(394,804)	33,842	(138,972)
Beginning balance, shares at Dec. 31, 2023	39,643,584	4,425,388
Equity-based compensation				563			563
Issuance of common stock for services rendered				3,750			3,750
Issuance of common stock for services rendered, shares	2,246,182
RSU Settlement
RSU Settlement, shares	(32,446)
Issuance of common stock for the FPA Termination Agreement Settlement				2,000			2,000
Issuance of common stock for the FPA Termination Agreement Settlement, shares	1,656,727
Exchange of Class V Common Stock to Class A Common Stock				24,605		(24,605)
Exchange of Class V Common Stock to Class A Common Stock, shares	3,350,489	(3,350,489)
Exercise and conversion of liability classified warrants	$ 1			4,023			4,024
Exercise and conversion of liability classified warrants, shares	3,831,232,000
Reclassification of liability classified warrants to equity				10,845			10,845
Exercise and conversion of equity classified warrants
Exercise and conversion of equity classified warrants, shares	1,710,291
Net loss					(15,671)	(1,482)	(17,153)
Ending balance, value at Mar. 31, 2024	$ 5			$ 267,772	$ (410,475)	$ 7,755	$ (134,943)
Ending balance, shares, shares at Mar. 31, 2024	52,406,059	1,074,899

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash flows from operating activities:
Net loss	$ (17,153)	$ (9,451)
Net loss from discontinued operations	669	133
Adjustments to reconcile net loss to net cash flows from operating activities:
Loss on disposal of property and equipment		5
Amortization and depreciation	931	1,113
Amortization of deferred debt charges	3,808	1,237
Amortization of related party deferred debt charges	132	265
Paid-in-kind interest capitalized to principal of debt obligations	961	1,014
Paid-in-kind interest capitalized to principal of related party debt obligations	390	328
Allowances for accounts receivables and contract assets	598	745
(Gain) Loss on change in fair value of warrant liabilities	(10,577)	55
Loss on change in fair value of derivatives	1,299	2,198
Gain on change in fair value of earn-out liabilities	(111)	(4,820)
Loss on extinguishment of debt obligations		2,103
Equity-based compensation	563	9,302
Settlement of accrued incentive compensation		(26,826)
Service fees settled in common stock	3,750	3,808
Gain on service fee settlement in connection with the Mergers		(632)
Deferred income taxes	5	12
Change in operating assets and liabilities:
Accounts receivable	10,284	(2,161)
Contract assets	15,994	2,076
Prepaid expenses	(7,123)	235
Other current assets	(202)	(426)
Operating right-of-use assets	235	304
Other noncurrent assets	71	(120)
Accounts payable	9,541	7,061
Accrued expenses	(19,383)	875
Contract liabilities	(84)	(272)
Operating lease liabilities	(327)	(454)
Other liabilities	(383)	180
Net cash flows from operating activities – continuing operations	(6,112)	(12,113)
Net cash flows from operating activities – discontinued operations	432	(303)
Net cash flows from operating activities	(5,680)	(12,416)
Cash flows from investing activities:
Property and equipment purchases	(26)	(325)
Net cash flows from investing activities	(26)	(325)
Cash flows from financing activities:
Net borrowings on Revolving Credit Facility		201
Net borrowings on June 2023 Revolving Credit Facility	857
Proceeds from debt obligations		11,226
Repayments of debt obligations		(11,500)
Proceeds from related party debt obligations		14,520
Financing costs paid		(1,275)
Proceeds from issuance of common stock		1,100
RSUs withheld to pay taxes		(1,067)
Net cash flows from financing activities	857	13,205
Net change in cash and cash equivalents	(4,849)	464
Cash and cash equivalents, beginning of period	18,695	10,079
Cash and cash equivalents, end of period	13,846	10,543
Less: cash and cash equivalents of discontinued operations
Cash and cash equivalents of discontinued operations at end of period	13,846	10,543
Supplemental disclosure of cash flow information:
Cash paid for interest	5,393	3,648
Supplemental disclosures of non-cash investing and financing activities:
Exchange of warrant liability for common stock	4,219
Reclassification of liability classified warrants to equity	10,845
Settlement of the FPA Termination Agreement in common stock	2,000
Issuance of common stock for services rendered	3,750
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 deferred debt discount		$ 2,062

Nature of operations and summar

Nature of operations and summary of significant accounting policies	3 Months Ended
	Mar. 31, 2024
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. Reverse Stock Split 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, the accompanying condensed consolidated financial statements reflect (i) the historical operating results of Holdings LLC prior to the Mergers; (ii) the results of Rubicon Technologies, Inc. following the Mergers; and (iii) the acquired assets and liabilities of Founder stated at historical cost, with no goodwill or other intangible assets recorded. See Note 3 for additional information regarding Mergers During the first quarter of 2024, the Company’s Board of Directors ("Board") approved a plan to sell the Software-as-a-Service business (the “SaaS Business”). On May 7, 2024, the Company entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) and sold the Business Basis of Presentation and Consolidation Liquidity and going concern consideration As of March 31, 2024, cash and cash equivalents totaled $13.8 13,846 52,049 60.0 90.0 0 50.0 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. As a result, there is substantial doubt about the Company’s ability to continue as a going concern. To address liquidity needs, the Company has been working to execute various initiatives to modify its operations to reduce spending and improve cash flow. Initiatives the Company has undertaken in recent periods include (i) increased focus on operational efficiencies and cost reduction measures, (ii) eliminating redundancies that have been the byproduct of the Company’s recent growth and expansion, (iii) evaluating the Company’s portfolio and less profitable accounts to better ensure the Company is deploying resources efficiently, and (iv) exercising strict capital discipline for future investments, such as requiring investments to meet minimum hurdle rates. Additionally, on May 7, 2024, the Company completed the sale of its SaaS Business and entered into the Rodina SPA (as defined in Note 20) which provided the Company with additional cash (see Note 3 and Note 20 for further information). The Company believes that additional capital will be needed to provide sufficient liquidity to meet the Company’s known liquidity needs for the next 12 months given that the June 2023 Revolving Credit Facility is scheduled to mature and the borrowings under the facility will become due and payable on the maturity date. However, while management believes the Company will be able to obtain additional capital through debt and equity financing, including sales of Class A Common Stock under the Cantor Sales Agreement, to the extent necessary, the Company has obtained no firm commitment from current or prospective investors to date and no assurance can be provided that such additional financing will be obtained at the level acceptable to the Company within the necessary timeframe, if at all. Failure to secure sufficient additional funding in a timely manner or at all will impact the Company’s liquidity, including its ability to service its debt and other liabilities, and may require the Company to modify, delay, or abandon some of its planned future expansion or development, or to otherwise enact additional operating cost reductions available to management, which could have a material adverse effect on the Company’s business, operating results, financial condition, and could force the Company to limit its business activities or discontinue its operations entirely. The accompanying consolidated financial statements are prepared in accordance with U.S. GAAP applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Accordingly, the accompanying consolidated financial statements do not include any adjustments that may result from the outcome of these uncertainties. 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. 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. 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, 2024 and December 31, 2023 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 3.2 2.7 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, 2024 and December 31, 2023, the Company’s continuing operations had unbilled receivables of $ 59.6 75.6 70.1 0.6 1.1 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 monthly basis. As of March 31, 2024 and December 31, 2023, the Company’s continuing operations had deferred revenue balances of $ 1.4 1.5 1.5 7.2 5.9 Accrued Hauler Expenses Fair Value Measurements Level 1 – Valuations for financial assets and financial liabilities traded in active exchange markets, such as 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 16 for further information regarding fair value measurements. Offering Costs 0 67.3 0.6 No Customer Acquisition Costs Warrants Distinguishing Liabilities from Equity Derivatives and Hedging 0.0001 For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded in liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the liability-classified warrants are recognized as a component of other income (expense) on the consolidated statement of operations. As of March 31, 2024, the Company has both liability-classified and equity-classified warrants outstanding. See Note 10 for further information. Earn-out Liabilities 186,064 1,112,605 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 $112.00 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 $128.00 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, 2024 and December 31, 2023, the Earn-Out Interests had a fair value of $- 0 0.1 0.1 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 6.8% and 66.1% of Holdings LLC’s net loss during the three months ended March 31, 2024 and 2023 was allocated to noncontrolling interests (“NCI”), respectively. 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, 2024 or December 31, 2023, 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 0.1 0.2 During the three months ended March 31, 2024 and the year ended December 31, 2023, 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 15 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, 2024
Recent Accounting Pronouncements
Recent accounting pronouncements	Note 2 Recent accounting pronouncements Accounting pronouncements issued, but not adopted as of March 31, 2024 In November 2023, the FASB issued Accounting Standard Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures

Mergers

Mergers	3 Months Ended
	Mar. 31, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [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 $92.00 (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 $92.00 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 1,512,500 80.00 - Certain investors (the “FPA Sellers”) purchased, and the Company issued and sold to such FPA Sellers, an aggregate of 885,327 - The Company (a) caused to be issued to certain investors 110,000 20,000 20,000 - Blocked Unitholders and Rubicon Continuing Unitholders retained aggregate 2,480,865 14,834,735 - 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 7.0 0.6

Discontinued operations of the

Discontinued operations of the SaaS Business	3 Months Ended
	Mar. 31, 2024
Discontinued Operations and Disposal Groups [Abstract]
Discontinued operations of the SaaS Business	Note 4 Discontinued operations of the SaaS Business During the three months ended March 31, 2024, the Company commenced a strategic evaluation of its SaaS Business. As of March 31, 2024, the Company had committed to a plan to sell the business within one year and was actively marketing it in its current condition. The SaaS Business met the held for sale criteria and represented a strategic shift in the Company’s operations. As a result, the SaaS Business have been presented as discontinued operations and, as such, have been excluded from both continuing operations for all periods and the notes to the condensed consolidated financial statements have been adjusted on a retrospective basis. On May 7, 2024, the Company entered into an agreement to sell the SaaS Business to an entity affiliated with Andres Chico, 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 purchase price of $ 68.2 12.5 The Company only has one reporting unit. The SaaS Business met the criteria for classification as held for sale and discontinued operations, therefore, goodwill is allocated to noncurrent assets of discontinued operations on the accompanying balance sheets as of March 31, 2024 and December 31, 2023 based on the relative fair value of the SaaS Business and the remaining business. The following table presents the aggregate carrying amounts of the classes of assets and liabilities of discontinued operations of SaaS Business: Assets and Liabilities of Discontinued Operations March 31, December 31, Accounts receivable, net $ 5,339 $ 4,047 Contract assets, net 632 1,054 Prepaid expenses 79 108 Other current assets 288 48 Current assets of discontinued operations 6,338 5,257 Property and equipment, net 676 793 Goodwill 12,260 12,260 Intangible assets, net 385 550 Total assets of discontinued operations $ 19,659 $ 18,860 Accrued expenses $ 919 $ 356 Contract liabilities 7,198 5,860 Current liabilities of discontinued operations $ 8,117 $ 6,216 The results of operations are recorded as net loss from discontinued operations, net of tax on the accompanying condensed consolidated statements of operations for all periods presented. The following table presents the aggregate results of discontinued operations of the SaaS Business: Results of Discontinued Operations March 31, March 31, Revenue: Service $ 3,013 $ 2,041 Cost of revenue (exclusive of amortization and depreciation): Service 1,000 487 Sales and marketing 1,500 829 Product development 700 651 General and administrative 200 (41 ) Amortization and depreciation 282 248 Total costs and expense 3,682 2,174 Loss before income taxes (669 ) (133 ) Income taxes expenses (benefits) - - Net loss from discontinued operations, net of taxes $ (669 ) $ (133 )

Property and equipment

Property and equipment	3 Months Ended
	Mar. 31, 2024
Property, Plant and Equipment [Abstract]
Property and equipment	Note 5 Property and equipment Property and equipment, net is comprised of the following as of March 31, 2024 and December 31, 2023 (in thousands): Schedule of property and equipment March 31, December 31, 2024 2023 Property and equipment of continuing operations: Computers, equipment and software $ 2,349 $ 2,324 Furniture and fixtures 210 210 Leasehold improvements 1,441 1,441 Total property and equipment 4,000 3,975 Less accumulated amortization and depreciation (3,475 ) (3,343 ) Total property and equipment, net $ 525 $ 632 Property and equipment of discontinued operations: Customer equipment $ 1,891 $ 1,891 Less accumulated amortization and depreciation (1,215) (1,098) Total property and equipment, net $ 676 $ 793 Property and equipment amortization and depreciation expense of continuing operations for the three months ended March 31, 2024 and 2023 was $ 0.1 0.1 1.9 1.2 1.9 1.1

Debt

Debt	3 Months Ended
	Mar. 31, 2024
Debt Disclosure [Abstract]
Debt	Note 6 Debt Revolving Credit Facilities Revolving Credit Facility 60.0 December 14, 2023 5.60% 75.0 4.8% December 14, 2025 Debt Modifications and Extinguishments The Revolving Credit Facility required a lockbox arrangement, which provided 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, necessitated the Line of Credit be classified as a current liability on the consolidated balance sheets. The acceleration clause allowed for amounts borrowed 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. On June 7, 2023, the Company fully prepaid the borrowing under the Revolving Credit Facility in the amount of $ 48.6 2.6 June 2023 Revolving Credit Facility 90.0 June 7, 2026 4.25% 9.7% The June 2023 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 borrowed 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. On September 22, 2023, an entity affiliated with Andres Chico and Jose Miguel Enrich issued a standby letter of credit in the amount of $ 15.0 On December 5, 2023, the Company entered into an amendment to the June 2023 Revolving Credit Facility. The amendment temporally modified the calculation methodology of the borrowing base collateral, resulting in its increase by $5.0 million through January 15, 2024, which was subsequently extended to March 15, 2024 with an option to be further extended to June 15, 2024. To date, the modified calculation methodology of the borrowing base has been extended on a month-to-month basis. As of March 31, 2024, the Company’s total outstanding borrowings under the Line of Credit were $ 72.0 no The Company capitalized $2.9 million in deferred debt charges related to the June 2023 Revolving Credit Facility during the year ended December 31, 2023, which has been recorded to prepaid expenses on the accompanying condensed consolidated balance sheet and are amortized over the remaining term of the June 2023 Revolving Credit Facility. The deferred debt charges balances as of March 31, 2024 and December 31, 2023 were $ 2.1 2.3 0.2 Term Loan Facilities Term Loan 20.0 9.5% 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 (as defined below) agreement. 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 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 accrued to the principal balance of the Term Loan each week thereafter until the Term Loan was 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% 10.0 0.8 On May 19, 2023, the Company entered into an amendment to the Term Loan agreement, which extended the maturity date to May 23, 2024. In accordance with ASC 470-50, Debt Modifications and Extinguishments On June 7, 2023, the Company fully prepaid the borrowing under the Term Loan in the amount of $40.5 million and terminated the facility. As a result, the Company recorded $ 2.5 Subordinated Term Loan 20.0 December 22, 2022 14.0% On December 12, 2022, the Subordinated Term Loan Warrants were exercised and converted into Class A Common Stock. On December 30, 2022, the Company entered into an agreement with the lender of the Subordinated Term Loan, pursuant to which the Company agreed to compensate, in cash or shares of Class A Common Stock, the lender for the calculated amount between (a) the closing share price of Class A Common Stock on the business day immediately prior to the lender’s exercise of the Subordinated Term Loan Warrants on December 12, 2022 multiplied by the number of shares of Class A Common Stock issued for such exercise (the “December 2022 Warrant Shares”) and (b) the closing share price of Class A Common Stock on the business day immediately prior to the lender’s sale of the December 2022 Warrant Shares multiplied by the number of the December 2022 Warrant Shares sold by the lender (the “Subordinated Term Loan Warrants Make-Whole Agreement”). The Subordinated Term Loan Warrants Make-Whole Agreement expires on December 12, 2027. The maturity of the Subordinated Term Loan was subsequently extended to December 31, 2023 with the amendment entered into on November 18, 2022. On March 22, 2023, the Company entered into an amendment to the Subordinated Term Loan agreement, modifying its maturity date to March 29, 2024, which was subsequently amended to May 23, 2024 with an amendment entered into on May 19, 2023. Concurrently, the Company entered into amendments to the Subordinated Term Loan Warrants agreements (see Note 10 for further information regarding the Subordinated Term Loan Warrants and the Subordinated Term Loan Warrants Make-Whole Agreement). On June 7, 2023, the Company entered into an amendment to the Subordinated Term Loan agreement, which modified (a) its maturity to the earlier of (i) the scheduled maturity date (June 7, 2025, which the Company has an option to extend to June 7, 2026 upon achievement of certain conditions) and (ii) the maturity date of the June 2023 Revolving Credit Facility, unless the Springing Maturity applies, and (b) the interest rate the Subordinated Term Loan bears to 15%, of which 11% is to be paid in cash and 4% is to be paid in kind by capitalizing such interest accrued to the principal each month in arrears. Any accrued, capitalized and uncapitalized paid-in-kind interest charges will be due and payable in cash at maturity. Concurrently, the Company entered into an amendment to the Subordinated Term Loan Warrants agreements (see Note 10 for further information regarding the Subordinated Term Loan Warrants). In accordance with ASC 470-50, Debt Modifications and Extinguishments The Company capitalized $12.5 million in deferred debt charges related to the Subordinated Term Loan during the year ended December 31, 2023. Balance of deferred debt charges as of March 31, 2024 and December 31, 2023 was $ 9.2 10.3 1.1 0.2 June 2023 Term Loan 75.0 10.25% 16.8% The Company capitalized $ 24.0 2.6 The June 2023 Revolving Credit Facility, the June 2023 Term Loan and the Subordinated Term Loan are subject to certain cross-default provisions under the intercreditor agreement. In addition, the June 2023 Revolving Credit Facility, the June 2023 Convertible Debentures YA Convertible Debentures 7.0 4.0% 1.7 2.5 During the three months ended March 31, 2023, the Yorkville Investor converted $ 2.3 0.1 2,849,962 1.3 On August 8, 2023, the Yorkville Investor assigned the YA Convertible Debentures to certain existing investors of the Company affiliated with Andres Chico and Jose Miguel Enrich. Pursuant to the assignment agreement, the assignees assumed all of the Yorkville Investor’s duties, liabilities and obligations under the YA Convertible Debentures and the Yorkville Investor was discharged of all of such duties, liabilities and obligations. Subsequently, the Company and the assignees entered into an amendment to the debentures which extended the maturity date to December 1, 2026. On August 25, 2023, the assignees converted all of the remaining principal of $ 5.6 1,428,760 Insider Convertible Debentures 11.9 10.5 June 16, 2024 6.0% On June 2, 2023, the Company entered into an amendment to the Insider Convertible Debentures, with the exception of the three debentures, for which the amendment was executed on July 11, 2023. The amendment extended the maturity date to December 1, 2026. In accordance with ASC 470-50, Debt Modifications and Extinguishments On September 15, 2023, the Company entered into an amendment to the Insider Convertible Debentures held by three entities affiliated with Andres Chico and Jose Miguel Enrich. The amendment lowered the conversion price of these three debentures to $10.00 per share of Class A Common Stock. In accordance with ASC 470-50, Debt Modifications and Extinguishments The Company recorded the principal of the Insider Convertible Debentures, including interest incurred between the origination through March 31, 2024, which the Company elected to capitalize to the principal, in related-party debt obligations, net of deferred debt charges on the accompanying condensed consolidated balance sheet as of March 31, 2024. The Company capitalized $ 0.2 0.1 0.1 0.2 Third Party Convertible Debentures 1.4 1.2 August 1, 2024 6.0% On June 2, 2023, the Company entered into an amendment to the Third Party Convertible Debentures, with the exception of the three debentures, for which the amendment was executed on July 31, 2023. The amendment extended the maturity date to December 1, 2026. In accordance with ASC 470-50, Debt Modifications and Extinguishments NZ Superfund Convertible Debenture 5.1 4.5 August 1, 2024 8.0% On June 2, 2023, the Company entered into an amendment to the NZ Superfund Convertible Debenture, which extended the maturity date to December 1, 2026 and modified the interest rate it bears to 14.0%. In accordance with ASC 470-50, Debt Modifications and Extinguishments 0.2 0.1 0.1 Components of the Company’s debt obligations were as follows (in thousands): Schedule of components of long-term debt March 31, December 31, 2024 2023 Term loan balance $ 110,361 $ 109,422 Convertible debt balance 1,489 1,467 Related-party convertible debt balance 18,814 18,424 Less unamortized deferred debt charges (28,219 ) (32,010 ) Total borrowed 102,445 97,303 Less short-term debt obligation balance - - Long-term debt obligation balance $ 102,445 $ 97,303 At March 31, 2024, the future aggregate maturities of long-term debt for the remainder of 2024 and subsequent periods are as follows (in thousands): Schedule of maturities of long-term debt Fiscal Years Ending December 31, 2024 $ - 2025 110,361 2026 20,303 Total $ 130,664 The total interest expense related to the Revolving Credit Facilities, Term Loan Facilities, and Convertible Debentures was $ 10.9 7.8

Accrued expenses

Accrued expenses	3 Months Ended
	Mar. 31, 2024
Payables and Accruals [Abstract]
Accrued expenses	Note 7 Accrued expenses Accrued expenses consist of the following as of March 31, 2024 and December 31, 2023 (in thousands): Schedule of accrued expenses March 31, December 31, 2024 2023 Accrued expenses of continuing operations: Accrued hauler expenses $ 45,866 $ 63,367 Accrued compensation 6,111 4,221 FPA Settlement Liability (as defined in Note 11) - 2,000 Other accrued expenses 3,283 7,057 Total accrued expenses $ 55,260 $ 76,645 Accrued expenses of discontinued operations: Accrued expenses $ 919 $ 356 During the three months ended March 31, 2023, the Company granted certain RSU awards, valued at $ 8.2 26.8 18.6 During the year ended December 31, 2023, the Company settled with certain Rubicon Management Rollover Holders on a portion of the accrued management rollover consideration and the Company agreed to make quarterly cash payments to these Rubicon Management Rollover Holders through December 31, 2026. As a result, the Company recognized related liabilities of $ 2.1 2.2 3.0 3.4 As further described in Note 4, $ 0.9 0.4

Goodwill and other intangibles

Goodwill and other intangibles	3 Months Ended
	Mar. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill and other intangibles	Note 8 Goodwill and other intangibles There were no additions to goodwill during the three months ended March 31, 2024 or the year ended December 31, 2023. No impairment of goodwill was identified for the three or three months ended March 31, 2024 or the year ended December 31, 2023. As of March 31, 2024, the Company allocated $ 12.3 Intangible assets consisted of the following (in thousands, except years): Schedule of intangible assets and goodwill March 31, 2024 Useful Life Gross Accumulated Net Intangible assets of continuing operations: Trade Name 5 $ 728 $ (728 ) $ - Customer and hauler relationships 2 8 20,976 (15,340 ) 5,636 Non-competition agreements 3 4 550 (550 ) - Technology 3 1,197 (1,197 ) - Total finite-lived intangible assets 23,451 (17,815 ) 5,636 Domain Name Indefinite 836 - 836 Total intangible assets $ 24,287 $ (17,815 ) $ 6,472 Intangible assets of discontinued operations: Technology 3 $ 1,981 $ (1,596 ) $ 385 Total intangible assets of discontinued operations $ 1,981 $ (1,596 ) $ 385 December 31, 2023 Useful Life (in years) Gross Accumulated Net Intangible assets of continuing operations: Trade Name 5 $ 728 $ (728 ) $ - Customer and hauler relationships 2 8 20,976 (14,700 ) 6,276 Non-competition agreements 3 4 550 (550 ) - Technology 3 1,197 (1,197 ) - Total finite-lived intangible assets 23,451 (17,175 ) 6,276 Domain Name Indefinite 835 - 835 Total intangible assets $ 24,286 $ (17,175 ) $ 7,111 Intangible assets of discontinued operations: Technology 3 $ 1,981 $ (1,431 ) $ 550 Total intangible assets of discontinued operations $ 1,981 $ (1,431 ) $ 550 Amortization expense for intangible assets of continuing operations was $ 0.6 0.6 0.2 0.2 Schedule of finite- lived intangible assets, future amortization expense Fiscal Years Ending December 31, 2024 $ (1,920 ) 2025 (2,559 ) 2026 (1,157 ) Total future amortization of intangible assets $ (5,636 ) As further described in Note 4, $ 2.0 1.6 12.3 2.0 1.4 12.3

Stockholders_ (deficit) equity

Stockholders’ (deficit) equity	3 Months Ended
	Mar. 31, 2024
Equity [Abstract]
Stockholders’ (deficit) equity	Note 9 Stockholders’ (deficit) equity The table set forth below reflects information about the Company’s equity as of March 31, 2024. Schedule of stockholders equity Authorized Issued Outstanding Class A Common Stock 690,000,000 52,406,059 52,406,059 Class V Common Stock 275,000,000 1,074,899 1,074,899 Preferred Stock 10,000,000 - - Total shares as of March 31, 2024 975,000,000 53,480,958 53,480,958 The table set forth below reflects information about the Company’s equity as of December 31, 2023. Authorized Issued Outstanding Class A Common Stock 690,000,000 39,643,584 39,643,584 Class V Common Stock 275,000,000 4,425,388 4,425,388 Preferred Stock 10,000,000 - - Total shares as of December 31, 2023 975,000,000 44,068,972 44,068,972 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. During the three months ended March 31, 2024, 3,350,489

Warrants

Warrants	3 Months Ended
	Mar. 31, 2024
Warrants
Warrants	Note 10 Warrants Public Warrants and Private Warrants Company assumed a total of 3,752,107 outstanding warrants to purchase one share of the Company’s Class A Common Stock with an exercise price of $92.00 per share. 1,976,560 1,775,547 Derivatives and Hedging Contracts in an Entity’s Own Equity The Company may redeem the IPO Warrants: - in whole and not in part; - at a price of $0.08 per warrant; - upon not less than 30 days’ prior written notice to each IPO Warrant holder and - if and only if, the last reported price of the Class A Common Stock equals or exceeds $144.00 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. Rodina Warrant Derivatives and Hedging Contracts in an Entity’s Own Equity Subordinated Term Loan Warrants On November 18, 2022, the Company entered into an amendment to the Subordinated Term Loan Warrants agreements, which (i) increased the number of shares 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 an amendment to the Subordinated Term Loan Warrants agreements, which increased the value of Class A Common Stock the Additional Subordinated Term Loan Warrants earn each additional full calendar month after March 22, 2023 to $ 0.35 On June 7, 2023, the Company entered into an amendment to the Subordinated Term Loan Warrants agreements, which amended the value of Class A Common Stock the Additional Subordinated Term Loan Warrants earn for the full calendar month starting June 23, 2023 to $ 0.38 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, measured at their inception date fair value and subsequently remeasured at each reporting period with changes in fair value being recorded as a component of other income (expense) on the consolidated statements of operations. On December 12, 2022, the outstanding Subordinated Term Loan Warrants in amount of $ 2.6 On December 30, 2022, the Company entered into the Subordinated Term Loan Warrants Make-Whole Agreement. During the year ended December 31, 2023, the Additional Subordinated Term Loan Warrants in amount of $ 3.7 1,355,045 1.1 1,436,726 0.5 Pursuant to ASC 815, the Company determined that the Additional Subordinated Term Loan Warrants and the Subordinated Term Loan Warrants Make-Whole Agreement are derivatives. These derivatives, referred to throughout as the “Additional Subordinated Term Loan Warrants Derivative” and the “Subordinated Term Loan Warrants Make-Whole Derivative”, respectively, are recorded in derivative liabilities on the accompanying condensed consolidated balance sheets as of March 31, 2024 and December 31, 2023. The Company performed fair value measurements for the Additional Subordinated Term Loan Warrants Derivative and the Subordinated Term Loan Warrants Make-Whole Derivative, which are described in Note 17. The fair value of the Additional Subordinated Term Loan Warrants Derivative and the Subordinated Term Loan Warrants Make-Whole Derivative are remeasured at each reporting period. YA Warrant 6.0 20.0 0.0008 The Company determined that the YA Warrant required liability classification pursuant to ASC 480 until the 6-month Reset Price was set on February 28, 2024. While the YA Warrant was liability classified, the outstanding YA Warrant was recognized as warrant liability on the consolidated balance sheets, measured at its 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. During the year ended December 31, 2023, the Company issued 499,975 shares of Class A Common Stock for partial exercise of the YA Warrant. The Company measured the fair value of the YA Warrant as of December 31, 2023 and recognized $ 18.6 4,104,797 10.8 Advisor Warrant 62,500 0.08 , 0.1 June 2023 Term Loan Warrants 2,121,605 2.2 7.9 5.7

Forward Purchase Agreement

Forward Purchase Agreement	3 Months Ended
	Mar. 31, 2024
Forward Purchase Agreement
Forward Purchase Agreement	Note 11 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 277,765 shares of Class A Common Stock which the Company subsequently canceled, and further agreed not to transfer any of 267,606 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. As more than 90% of the YA Convertible Debentures were converted into shares of Class A Common Stock on August 25, 2023, the FPA Earlier Lock-Up Date was set as February 25, 2024. The value of 277,765 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 (the “FPA Settlement Liability”) was included in accrued expenses on the accompanying condensed consolidated balance sheet as of December 31, 2023 and settled by issuance of 1,656,727 shares of Class A Common Stock in February 2024 and $0.8 million cash payment made by the Company in March 2024.

Yorkville SPA

Yorkville SPA	3 Months Ended
	Mar. 31, 2024
Yorkville Spa
Yorkville SPA	Note 12 Yorkville SPA 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 10 for additional information regarding the Advisor Warrant. The cash payment and the Advisor Warrant were recognized as debt issuance cost upon execution of the YA SPA, YA Convertible Debentures and YA Warrant. Pursuant to the YA SPA, the Yorkville Investor committed to purchasing a YA Convertible Debenture in the principal amount of $ 10.0 10.0 2.1

Cantor Sales Agreement

Cantor Sales Agreement	3 Months Ended
	Mar. 31, 2024
Cantor Sales Agreement
Cantor Sales Agreement	Note 13 Cantor Sales Agreement On September 5, 2023, the Company entered into a Controlled Equity Offering Sales Agreement (the “Cantor Sales Agreement”) with Cantor Fitzgerald & Co. (“Cantor”) pursuant to which the Company may offer and sell, from time to time through Cantor, shares of Class A Common Stock for aggregate gross proceeds up to $ 50.0

Equity-based compensation

Equity-based compensation	3 Months Ended
	Mar. 31, 2024
Equity [Abstract]
Equity-based compensation	Note 14 Equity-based compensation During the three months ended March 31, 2024 and 2023, the Company recorded stock-based compensation related to the 2022 Plans (as defined below). 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, 3,982,409 2,055,769 The following represents a summary of the Company’s RSU activity and related information during the three months ended March 31, 2024: Schedule of RSUs activity Units Weighted Nonvested – December 31, 2023 518,625 $ 10.02 Granted - - Vested (198,789 ) 9.88 Forfeited/redeemed (5,794 ) 15.84 Nonvested – March 31, 2024 314,042 $ 10.00 The remaining RSUs will vest over the requisite service periods ranging from six to thirty-six months from the grant date. The Company recognized $ 0.6 9.3 Some of RSUs settled during the three months ended March 31, 2023 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, 2024, there were 206,906 17,331 As of March 31, 2024, the total unrecognized compensation cost related to outstanding RSUs was $ 3.2 1.1

Loss per share

Loss per share	3 Months Ended
	Mar. 31, 2024
Earnings Per Share [Abstract]
Loss per share	Note 15 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, 2024. 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. 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, 2024 are as follows (amounts in thousands, except for share and per share amounts): Schedule of net loss per share Three Months Ended Numerator: Net loss from continuing operations $ (16,484 ) Less: Net loss from continuing operations attributable to noncontrolling interests (1,437 ) Net loss attributable to continuing operations of Rubicon Technologies, Inc. $ (15,047 ) Net loss from discontinued operations $ (669 ) Less: Net loss from discontinued operations attributable to noncontrolling interests (45 ) Net loss attributable to discontinued operations of Rubicon Technologies, Inc. $ (624 ) Denominator: Weighted average shares of Class A Common Stock outstanding – Basic and diluted 46,068,599 Net loss from continuing operations per share attributable to Class A Common Stock – Basic and diluted $ (0.33 ) Net loss from discontinued operations per share attributable to Class A Common Stock – Basic and diluted $ (0.01 ) 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): Three Months Ended Numerator: Net loss from continuing operations $ (9,318 ) Less: Net loss from continuing operations attributable to noncontrolling interests (6,234 ) Net loss attributable to continuing operations of Rubicon Technologies, Inc. $ (3,084 ) Net loss from discontinued operations $ (133 ) Less: Net loss from discontinued operations attributable to noncontrolling interests (88 ) Net loss attributable to discontinued operations of Rubicon Technologies, Inc. $ (45 ) Denominator: Weighted average shares of Class A Common Stock outstanding – Basic and diluted 7,427,116 Net loss from continuing operations per share attributable to Class A Common Stock – Basic and diluted $ (0.42 ) Net loss from discontinued operations per share attributable to Class A Common Stock – Basic and diluted $ (0.01 ) The Company’s potentially dilutive securities below were excluded from the computation of diluted loss per share as their effect would be anti-dilutive: - IPO Warrants, Additional Subordinated Term Loan Warrants, Advisor Warrant, June 2023 Term Loan Warrants, YA Warrant and Rodina Warrant. - Earn-Out Interests. - RSUs and DSUs. - Exchangeable Class V Common Stock. - Potential settlements in Class A Common Stock of the Insider Convertible Debentures, the Third Party Convertible Debentures, the NZ Superfund Convertible Debentures, the June 2023 Term Loan, the Subordinated Term Loan Warrants Make-Whole Agreement and portion of fees for the PIPE Software Services Subscription (as defined in Note 18).

Fair value measurements

Fair value measurements	3 Months Ended
	Mar. 31, 2024
Fair Value Disclosures [Abstract]
Fair value measurements	Note 16 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): As of March 31, 2024 Liabilities Level 1 Level 2 Level 3 Warrant liabilities $ - $ (2,697 ) $ - Additional Subordinated Term Loan Warrants Derivative - - (2,151 ) Subordinated Term Loan Warrants Make-Whole Derivative - - (9,762 ) Total $ - $ (2,697 ) $ (11,913 ) As of December 31, 2023 Liabilities Level 1 Level 2 Level 3 Warrant liabilities $ - $ (26,493 ) $ - Additional Subordinated Term Loan Warrants Derivative - - (2,013 ) Subordinated Term Loan Warrants Make-Whole Derivative - - (11,045 ) Total $ - $ (26,493 ) $ (13,058 ) Level 3 Rollfoward Additional Subordinated December 31, 2023 balances $ (11,045 ) $ (2,013 ) Additions - - Changes in fair value (367 ) (138 ) Reclassified to level 2 1,650 - March 31, 2024 balances $ (9,762 ) $ (2,151 ) 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 0.08 Additional Subordinated Term Loan Warrants Derivative 0.35 15.0% Subordinated Term Loan Warrants Make-Whole Derivative The following table provides quantitative information of the key assumptions utilized in the Subordinated Term Loan Warrants Make-Whole Derivative fair value measurements as of measurement dates: Schedule of derivative fair value measurements As of As of March 31, December 31, 2024 2023 Price of Class A Common Stock $ 0.40 $ 1.85 Strike Price of Class A Common Stock $ 18.96 $ 18.96 Risk-free interest rate 4.35 % 3.90 % Expected volatility 90.0 % 85.0 % Expiration Date December 12, 2027 December 12, 2027 The Company measured and recognized fair value for the Subordinated Term Loan Warrants Make-Whole Derivative at the end of each reporting period 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 consolidated statements of operations.

Commitments and contingencies

Commitments and contingencies	3 Months Ended
	Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments and contingencies	Note 17 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. On March 22, 2024, a lawsuit was filed against the Company by Cass Information Systems, Inc. (“Cass”) in the Circuit Court of St. Louis County, Missouri ( Cass Information Systems, Inc. v. Rubicon Technologies, Inc. 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. Management Rollover Settlement As further described in Note 7, during the year ended December 31, 2023, the Company settled with certain Rubicon Management Rollover Holders a portion of the accrued management rollover consideration and the Company agreed to make quarterly cash payments to these Rubicon Management Rollover Holders through December 31, 2026, of which $ 2.8 3.6 Leases The Company leases its office facilities under operating lease agreements expiring in 2024. While each of the leases includes renewal options, the Company has only included the base lease term in its calculation of lease assets and liabilities as it is not reasonably certain to utilize the renewal options. The Company does not have any finance leases. 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 accompanying condensed consolidated balance sheet as of March 31, 2024 (in thousands). Schedule of operating lease payments Years Ending December 31, 2024 $ 424 Total minimum lease payments 424 Less: Imputed interest (26 ) Total operating lease liabilities $ 398 Operating lease amounts above do not include sublease income. The Company has a sublease agreement with a third party and expects to receive sublease income of approximately $0.1 million through May 2024.

Related party transactions

Related party transactions	3 Months Ended
	Mar. 31, 2024
Related Party Transactions [Abstract]
Related party transactions	Note 18 Related party transactions PIPE Software services subscription 15.0 7.5 2,246,182 3.8 Convertible debentures On February 1, 2023, the Company issued the NZ Superfund Convertible Debenture, which was subsequently amended, with NZ Superfund. See Note 6 for further information regarding these convertible debentures. Rodina Warrant 498,119 September 2023 Rodina Letter of Credit 15.0 Rodina Sponsor Capital Contribution Agreement Sale of the SaaS Business 68.2 12.5 Rodina Securities Purchase Agreement 20,000 0.0001 20.0

Concentrations

Concentrations	3 Months Ended
	Mar. 31, 2024
Risks and Uncertainties [Abstract]
Concentrations	Note 19 Concentrations During the three months ended March 31, 2024, the Company had two customers who individually accounted for 10% or more of the Company’s total revenue and together accounted for approximately 36 16 52 58

Subsequent events

Subsequent events	3 Months Ended
	Mar. 31, 2024
Subsequent Events
Subsequent events	Note 20 Subsequent events As disclosed under Note 4, on May 7, 2024, the Company entered into an agreement with an entity affiliated with Andres Chico and Jose Miguel Enrich to sell the SaaS Business for a purchase price of $ 68.2 12.5 On May 7, 2024, the Company entered into the Rodina SPA with an entity affiliated with Andres Chico and Jose Miguel Enrich. Pursuant to the Rodina SPA, the Company issued and sold 20,000 0.0001 20.0 8.0% 0.35 57,142,857 On May 7, 2024, the Company entered into an amendment to the June 2023 Revolving Credit Facility. Pursuant to the amendment, (i) the lender consented to the SaaS Business sale and (ii) the Company agreed to make a partial prepayment of $11.4 million upon close of the sale of SaaS Business sale. Concurrently, the Company executed a side letter with the lender of the June 2023 Revolving Credit Facility, which included additional non-financial covenants for certain time-based milestones in relation to potential transactions the Company may enter into in future periods, including an agreement of a sale of all or substantially all of the Company’s assets or a merger. If any of the milestones are not met and such failure is not cured by the Company in accordance with such terms, the June 2023 Revolving Credit Facility will become due in full within ten months of May 7, 2024. On May 7, 2024, the Company entered into an amendment to the June 2023 Term Loan agreement. Pursuant to the amendment, the lender consented to the sale of SaaS Business and (ii) the Company agreed to make a partial prepayment of $45.6 million upon close of the SaaS Business sale. Concurrently, the Company executed a side letter with the lender of the June 2023 Term Loan, which included additional non-financial covenants for certain time-based milestones in relation to potential transactions the Company may enter into in future periods, including an agreement of a sale of all or substantially all of the Company’s assets or a merger. If any of the milestones are not met and such failure is not cured by the Company in accordance with such terms, the June 2023 Term Loan will become due in full within ten months of May 7, 2024. On May 7, 2024, the Company entered into an amendment to the Subordinated Term Loan agreement. Pursuant to the amendment, the lender consented to the sale of the SaaS Business. Concurrently, the Company executed a side letter with the lender of the Subordinated Term Loan, which included additional non-financial covenants for certain time-based milestones in relation to potential transactions the Company may enter into in future periods, including an agreement of a sale of all or substantially all of the Company’s assets or a merger. If any of the milestones are not met and such failure is not cured by the Company in accordance with such terms, the Subordinated Term Loan will become due in full within ten months of May 7, 2024.

Nature of operations and summ_2

Nature of operations and summary of significant accounting policies (Policies)	3 Months Ended
	Mar. 31, 2024
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.
Reverse Stock Split	Reverse Stock Split
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, the accompanying condensed consolidated financial statements reflect (i) the historical operating results of Holdings LLC prior to the Mergers; (ii) the results of Rubicon Technologies, Inc. following the Mergers; and (iii) the acquired assets and liabilities of Founder stated at historical cost, with no goodwill or other intangible assets recorded. See Note 3 for additional information regarding Mergers During the first quarter of 2024, the Company’s Board of Directors ("Board") approved a plan to sell the Software-as-a-Service business (the “SaaS Business”). On May 7, 2024, the Company entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) and sold the Business
Basis of Presentation and Consolidation	Basis of Presentation and Consolidation
Liquidity and going concern consideration	Liquidity and going concern consideration As of March 31, 2024, cash and cash equivalents totaled $13.8 13,846 52,049 60.0 90.0 0 50.0 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. As a result, there is substantial doubt about the Company’s ability to continue as a going concern. To address liquidity needs, the Company has been working to execute various initiatives to modify its operations to reduce spending and improve cash flow. Initiatives the Company has undertaken in recent periods include (i) increased focus on operational efficiencies and cost reduction measures, (ii) eliminating redundancies that have been the byproduct of the Company’s recent growth and expansion, (iii) evaluating the Company’s portfolio and less profitable accounts to better ensure the Company is deploying resources efficiently, and (iv) exercising strict capital discipline for future investments, such as requiring investments to meet minimum hurdle rates. Additionally, on May 7, 2024, the Company completed the sale of its SaaS Business and entered into the Rodina SPA (as defined in Note 20) which provided the Company with additional cash (see Note 3 and Note 20 for further information). The Company believes that additional capital will be needed to provide sufficient liquidity to meet the Company’s known liquidity needs for the next 12 months given that the June 2023 Revolving Credit Facility is scheduled to mature and the borrowings under the facility will become due and payable on the maturity date. However, while management believes the Company will be able to obtain additional capital through debt and equity financing, including sales of Class A Common Stock under the Cantor Sales Agreement, to the extent necessary, the Company has obtained no firm commitment from current or prospective investors to date and no assurance can be provided that such additional financing will be obtained at the level acceptable to the Company within the necessary timeframe, if at all. Failure to secure sufficient additional funding in a timely manner or at all will impact the Company’s liquidity, including its ability to service its debt and other liabilities, and may require the Company to modify, delay, or abandon some of its planned future expansion or development, or to otherwise enact additional operating cost reductions available to management, which could have a material adverse effect on the Company’s business, operating results, financial condition, and could force the Company to limit its business activities or discontinue its operations entirely. The accompanying consolidated financial statements are prepared in accordance with U.S. GAAP applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Accordingly, the accompanying consolidated financial statements do not include any adjustments that may result from the outcome of these uncertainties.
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. 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. 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, 2024 and December 31, 2023 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 3.2 2.7 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, 2024 and December 31, 2023, the Company’s continuing operations had unbilled receivables of $ 59.6 75.6 70.1 0.6 1.1 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 monthly basis. As of March 31, 2024 and December 31, 2023, the Company’s continuing operations had deferred revenue balances of $ 1.4 1.5 1.5 7.2 5.9
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 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 16 for further information regarding fair value measurements.
Offering Costs	Offering Costs 0 67.3 0.6 No
Customer Acquisition Costs	Customer Acquisition Costs
Warrants	Warrants Distinguishing Liabilities from Equity Derivatives and Hedging 0.0001 For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded in liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the liability-classified warrants are recognized as a component of other income (expense) on the consolidated statement of operations. As of March 31, 2024, the Company has both liability-classified and equity-classified warrants outstanding. See Note 10 for further information.
Earn-out Liabilities	Earn-out Liabilities 186,064 1,112,605 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 $112.00 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 $128.00 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, 2024 and December 31, 2023, the Earn-Out Interests had a fair value of $- 0 0.1 0.1
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 6.8% and 66.1% of Holdings LLC’s net loss during the three months ended March 31, 2024 and 2023 was allocated to noncontrolling interests (“NCI”), respectively.
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, 2024 or December 31, 2023, 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 0.1 0.2 During the three months ended March 31, 2024 and the year ended December 31, 2023, 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	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 15 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.

Discontinued operations of th_2

Discontinued operations of the SaaS Business (Tables)	3 Months Ended
	Mar. 31, 2024
Discontinued Operations and Disposal Groups [Abstract]
Disposal Groups, Including Discontinued Operations [Table Text Block]	Assets and Liabilities of Discontinued Operations March 31, December 31, Accounts receivable, net $ 5,339 $ 4,047 Contract assets, net 632 1,054 Prepaid expenses 79 108 Other current assets 288 48 Current assets of discontinued operations 6,338 5,257 Property and equipment, net 676 793 Goodwill 12,260 12,260 Intangible assets, net 385 550 Total assets of discontinued operations $ 19,659 $ 18,860 Accrued expenses $ 919 $ 356 Contract liabilities 7,198 5,860 Current liabilities of discontinued operations $ 8,117 $ 6,216 The results of operations are recorded as net loss from discontinued operations, net of tax on the accompanying condensed consolidated statements of operations for all periods presented. The following table presents the aggregate results of discontinued operations of the SaaS Business: Results of Discontinued Operations March 31, March 31, Revenue: Service $ 3,013 $ 2,041 Cost of revenue (exclusive of amortization and depreciation): Service 1,000 487 Sales and marketing 1,500 829 Product development 700 651 General and administrative 200 (41 ) Amortization and depreciation 282 248 Total costs and expense 3,682 2,174 Loss before income taxes (669 ) (133 ) Income taxes expenses (benefits) - - Net loss from discontinued operations, net of taxes $ (669 ) $ (133 )

Property and equipment (Tables)

Property and equipment (Tables)	3 Months Ended
	Mar. 31, 2024
Property, Plant and Equipment [Abstract]
Schedule of property and equipment	Schedule of property and equipment March 31, December 31, 2024 2023 Property and equipment of continuing operations: Computers, equipment and software $ 2,349 $ 2,324 Furniture and fixtures 210 210 Leasehold improvements 1,441 1,441 Total property and equipment 4,000 3,975 Less accumulated amortization and depreciation (3,475 ) (3,343 ) Total property and equipment, net $ 525 $ 632 Property and equipment of discontinued operations: Customer equipment $ 1,891 $ 1,891 Less accumulated amortization and depreciation (1,215) (1,098) Total property and equipment, net $ 676 $ 793

Debt (Tables)

Debt (Tables)	3 Months Ended
	Mar. 31, 2024
Debt Disclosure [Abstract]
Schedule of components of long-term debt	Schedule of components of long-term debt March 31, December 31, 2024 2023 Term loan balance $ 110,361 $ 109,422 Convertible debt balance 1,489 1,467 Related-party convertible debt balance 18,814 18,424 Less unamortized deferred debt charges (28,219 ) (32,010 ) Total borrowed 102,445 97,303 Less short-term debt obligation balance - - Long-term debt obligation balance $ 102,445 $ 97,303
Schedule of maturities of long-term debt	Schedule of maturities of long-term debt Fiscal Years Ending December 31, 2024 $ - 2025 110,361 2026 20,303 Total $ 130,664

Accrued expenses (Tables)

Accrued expenses (Tables)	3 Months Ended
	Mar. 31, 2024
Payables and Accruals [Abstract]
Schedule of accrued expenses	Schedule of accrued expenses March 31, December 31, 2024 2023 Accrued expenses of continuing operations: Accrued hauler expenses $ 45,866 $ 63,367 Accrued compensation 6,111 4,221 FPA Settlement Liability (as defined in Note 11) - 2,000 Other accrued expenses 3,283 7,057 Total accrued expenses $ 55,260 $ 76,645 Accrued expenses of discontinued operations: Accrued expenses $ 919 $ 356

Goodwill and other intangibles

Goodwill and other intangibles (Tables)	3 Months Ended
	Mar. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of intangible assets and goodwill	Schedule of intangible assets and goodwill March 31, 2024 Useful Life Gross Accumulated Net Intangible assets of continuing operations: Trade Name 5 $ 728 $ (728 ) $ - Customer and hauler relationships 2 8 20,976 (15,340 ) 5,636 Non-competition agreements 3 4 550 (550 ) - Technology 3 1,197 (1,197 ) - Total finite-lived intangible assets 23,451 (17,815 ) 5,636 Domain Name Indefinite 836 - 836 Total intangible assets $ 24,287 $ (17,815 ) $ 6,472 Intangible assets of discontinued operations: Technology 3 $ 1,981 $ (1,596 ) $ 385 Total intangible assets of discontinued operations $ 1,981 $ (1,596 ) $ 385 December 31, 2023 Useful Life (in years) Gross Accumulated Net Intangible assets of continuing operations: Trade Name 5 $ 728 $ (728 ) $ - Customer and hauler relationships 2 8 20,976 (14,700 ) 6,276 Non-competition agreements 3 4 550 (550 ) - Technology 3 1,197 (1,197 ) - Total finite-lived intangible assets 23,451 (17,175 ) 6,276 Domain Name Indefinite 835 - 835 Total intangible assets $ 24,286 $ (17,175 ) $ 7,111 Intangible assets of discontinued operations: Technology 3 $ 1,981 $ (1,431 ) $ 550 Total intangible assets of discontinued operations $ 1,981 $ (1,431 ) $ 550
Schedule of finite- lived intangible assets, future amortization expense	Schedule of finite- lived intangible assets, future amortization expense Fiscal Years Ending December 31, 2024 $ (1,920 ) 2025 (2,559 ) 2026 (1,157 ) Total future amortization of intangible assets $ (5,636 )

Stockholders_ (deficit) equity

Stockholders’ (deficit) equity (Tables)	3 Months Ended
	Mar. 31, 2024
Equity [Abstract]
Schedule of stockholders equity	Schedule of stockholders equity Authorized Issued Outstanding Class A Common Stock 690,000,000 52,406,059 52,406,059 Class V Common Stock 275,000,000 1,074,899 1,074,899 Preferred Stock 10,000,000 - - Total shares as of March 31, 2024 975,000,000 53,480,958 53,480,958 The table set forth below reflects information about the Company’s equity as of December 31, 2023. Authorized Issued Outstanding Class A Common Stock 690,000,000 39,643,584 39,643,584 Class V Common Stock 275,000,000 4,425,388 4,425,388 Preferred Stock 10,000,000 - - Total shares as of December 31, 2023 975,000,000 44,068,972 44,068,972

Equity-based compensation (Tabl

Equity-based compensation (Tables)	3 Months Ended
	Mar. 31, 2024
Equity [Abstract]
Schedule of RSUs activity	Schedule of RSUs activity Units Weighted Nonvested – December 31, 2023 518,625 $ 10.02 Granted - - Vested (198,789 ) 9.88 Forfeited/redeemed (5,794 ) 15.84 Nonvested – March 31, 2024 314,042 $ 10.00

Loss per share (Tables)

Loss per share (Tables)	3 Months Ended
	Mar. 31, 2024
Earnings Per Share [Abstract]
Schedule of net loss per share	Schedule of net loss per share Three Months Ended Numerator: Net loss from continuing operations $ (16,484 ) Less: Net loss from continuing operations attributable to noncontrolling interests (1,437 ) Net loss attributable to continuing operations of Rubicon Technologies, Inc. $ (15,047 ) Net loss from discontinued operations $ (669 ) Less: Net loss from discontinued operations attributable to noncontrolling interests (45 ) Net loss attributable to discontinued operations of Rubicon Technologies, Inc. $ (624 ) Denominator: Weighted average shares of Class A Common Stock outstanding – Basic and diluted 46,068,599 Net loss from continuing operations per share attributable to Class A Common Stock – Basic and diluted $ (0.33 ) Net loss from discontinued operations per share attributable to Class A Common Stock – Basic and diluted $ (0.01 ) 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): Three Months Ended Numerator: Net loss from continuing operations $ (9,318 ) Less: Net loss from continuing operations attributable to noncontrolling interests (6,234 ) Net loss attributable to continuing operations of Rubicon Technologies, Inc. $ (3,084 ) Net loss from discontinued operations $ (133 ) Less: Net loss from discontinued operations attributable to noncontrolling interests (88 ) Net loss attributable to discontinued operations of Rubicon Technologies, Inc. $ (45 ) Denominator: Weighted average shares of Class A Common Stock outstanding – Basic and diluted 7,427,116 Net loss from continuing operations per share attributable to Class A Common Stock – Basic and diluted $ (0.42 ) Net loss from discontinued operations per share attributable to Class A Common Stock – Basic and diluted $ (0.01 )

Fair value measurements (Tables

Fair value measurements (Tables)	3 Months Ended
	Mar. 31, 2024
Fair Value Disclosures [Abstract]
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block]	As of March 31, 2024 Liabilities Level 1 Level 2 Level 3 Warrant liabilities $ - $ (2,697 ) $ - Additional Subordinated Term Loan Warrants Derivative - - (2,151 ) Subordinated Term Loan Warrants Make-Whole Derivative - - (9,762 ) Total $ - $ (2,697 ) $ (11,913 ) As of December 31, 2023 Liabilities Level 1 Level 2 Level 3 Warrant liabilities $ - $ (26,493 ) $ - Additional Subordinated Term Loan Warrants Derivative - - (2,013 ) Subordinated Term Loan Warrants Make-Whole Derivative - - (11,045 ) Total $ - $ (26,493 ) $ (13,058 ) Level 3 Rollfoward Additional Subordinated December 31, 2023 balances $ (11,045 ) $ (2,013 ) Additions - - Changes in fair value (367 ) (138 ) Reclassified to level 2 1,650 - March 31, 2024 balances $ (9,762 ) $ (2,151 )
Schedule of derivative fair value measurements	Schedule of derivative fair value measurements As of As of March 31, December 31, 2024 2023 Price of Class A Common Stock $ 0.40 $ 1.85 Strike Price of Class A Common Stock $ 18.96 $ 18.96 Risk-free interest rate 4.35 % 3.90 % Expected volatility 90.0 % 85.0 % Expiration Date December 12, 2027 December 12, 2027

Commitments and contingencies (

Commitments and contingencies (Tables)	3 Months Ended
	Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
Schedule of operating lease payments	Schedule of operating lease payments Years Ending December 31, 2024 $ 424 Total minimum lease payments 424 Less: Imputed interest (26 ) Total operating lease liabilities $ 398

Nature of operations and summ_3

Nature of operations and summary of significant accounting policies (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Cash and cash equivalents	$ 13,846		$ 18,695
Accounts receivable, net	52,049		62,930
Unbilled contracts receivable	60,000
Allowance for doubtful accounts	3,200		2,700
Unbilled receivables	59,600		75,600
Customer invoice	70,100
Contract assets	600		1,100
Deferred revenue	1,400		1,500
Contract liability recognized	1,500
Contract liabilities	7,200		5,900
Deferred offering costs capitalized	0		0
Additional paid-in capital	67,300
Gain on settlement	600	$ 0
Fair value of Earn-out Interests	0		100
Other income (expense)	100
Income tax expense (benefit)	$ 0	$ 0
Effective tax rate	0.10%	0.20%
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	186,064
Common Class A [Member] | Cantor Sales Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Equity offering maximum amount	$ 50,000
Common Class V [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Common stock, par value	$ 0.0001		$ 0.0001
Common Class B [Member] | Merger Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Shares issued	1,112,605
Revolving Credit Facility [Member] | June 2023 Revolving Credit Facility [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Line of credit facility, maximum borrowing capacity	$ 90,000
Line of credit facility, remaining borrowing capacity	$ 0

Mergers (Details Narrative)

Mergers (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended
	Aug. 15, 2022	Mar. 31, 2024	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
Other expense		600
Gain on settlement		$ 600	$ 0
Common Stock Class A [Member]
Business Acquisition [Line Items]
Retained aggregate shares		2,480,865
Transaction costs		$ 7,000
Common Stock Class V [Member]
Business Acquisition [Line Items]
Retained aggregate shares		14,834,735
Class A Common Stock [Member]
Business Acquisition [Line Items]
Number of shares newly issued		20,000
Class B Units [Member]
Business Acquisition [Line Items]
Number of shares newly issued		110,000
Class A Shares [Member]
Business Acquisition [Line Items]
Number of shares forfeited		20,000
Founder Warrants [Member]
Business Acquisition [Line Items]
Warrant, description	each representing a right to acquire one Founder Class A Share for $92.00 (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 $92.00 pursuant to the Warrant Agreement
PIPE Investors [Member] | Class A Common Stock [Member]
Business Acquisition [Line Items]
Aggregate of shares		1,512,500
Share Price		$ 80
FPA Sellers [Member] | Class A Common Stock [Member]
Business Acquisition [Line Items]
Aggregate of shares		885,327

Discontinued operations of th_3

Discontinued operations of the SaaS Business (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Contract assets, net	$ 600		$ 1,100
Current assets of discontinued operations	6,338		5,257
Contract liabilities	7,200		5,900
Current liabilities of discontinued operations	8,117		6,216
Loss before income taxes	(669)	$ (133)
Net loss from discontinued operations, net of taxes	(669)	(133)
Discontinued Operations [Member]
Accounts receivable, net	5,339		4,047
Contract assets, net	632		1,054
Prepaid expenses	79		108
Other current assets	288		48
Current assets of discontinued operations	6,338		5,257
Property and equipment, net	676		793
Goodwill	12,260		12,260
Intangible assets, net	385		550
Total assets of discontinued operations	19,659		18,860
Accrued expenses	919		356
Contract liabilities	7,198		5,860
Current liabilities of discontinued operations	8,117		$ 6,216
Revenue: Service	3,013	2,041
Cost of revenue (exclusive of amortization and depreciation): Service	1,000	487
Sales and marketing	1,500	829
Product development	700	651
General and administrative	200	(41)
Amortization and depreciation	282	248
Total costs and expense	3,682	2,174
Loss before income taxes	(669)	(133)
Income taxes expenses (benefits)
Net loss from discontinued operations, net of taxes	$ (669)	$ (133)

Discontinued operations of th_4

Discontinued operations of the SaaS Business (Details Narrative) $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($)
Discontinued Operations and Disposal Groups [Abstract]
Stock purchase price	$ 68,200
Earn-out payment	$ 12,500

Property and equipment (Details

Property and equipment (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 4,000	$ 3,975
Less accumulated amortization and depreciation	(3,475)	(3,343)
Total property and equipment, net	525	632
Discontinued Operations [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	1,891	1,891
Less accumulated amortization and depreciation	(1,215)	(1,098)
Total property and equipment, net	676	793
Property, Plant and Equipment [Member] | Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	2,349	2,324
Property, Plant and Equipment [Member] | Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	210	210
Property, Plant and Equipment [Member] | Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 1,441	$ 1,441

Property and equipment (Detai_2

Property and equipment (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Amortization and depreciation expense	$ 100	$ 100
Total property and equipment	4,000		$ 3,975
Accumulated depreciation	3,475		3,343
Noncurrent Assets Of Discontinued Operations [Member]
Property, Plant and Equipment [Line Items]
Accumulated depreciation	1,200		1,100
Equipment [Member] | Noncurrent Assets Of Discontinued Operations [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 1,900		$ 1,900

Debt (Details)

Debt (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Debt Disclosure [Abstract]
Term loan balance	$ 110,361	$ 109,422
Convertible debt balance	1,489	1,467
Related-party convertible debt balance	18,814	18,424
Less unamortized deferred debt charges	(28,219)	(32,010)
Total borrowed	102,445	97,303
Less short-term debt obligation balance
Long-term debt obligation balance	$ 102,445	$ 97,303

Debt (Details 1)

Debt (Details 1) $ in Thousands	Mar. 31, 2024 USD ($)
Debt Disclosure [Abstract]
2024
2025	110,361
2026	20,303
Total	$ 130,664

Debt (Details Narrative)

Debt (Details Narrative) - USD ($) $ in Thousands

1 Months Ended

3 Months Ended

12 Months Ended

Jun. 07, 2023

Feb. 07, 2023

Feb. 02, 2023

Feb. 02, 2023

Dec. 14, 2018

Aug. 25, 2023

Dec. 16, 2022

Nov. 30, 2022

Dec. 22, 2021

Mar. 31, 2024

Mar. 31, 2023

Dec. 31, 2023

Sep. 22, 2023

Mar. 29, 2019

Line of Credit Facility [Line Items]

Principal amount

$ 7,000

Loss on extinguishments of debt

$ (2,103)

Interest expense

10,900

7,800

Convertible Debentures [Member]

Line of Credit Facility [Line Items]

Loss on extinguishment of debt

1,300

Deferred debt charges

1,700

$ 2,500

Principal amount

$ 7,000

Interest rate

4%

Principal converted into shares

2,300

Accrued interest to principal

$ 100

Convertible debentures share

2,849,962

YA Convertible Debentures [Member]

Line of Credit Facility [Line Items]

Principal converted into shares

$ 5,600

Convertible debentures share

1,428,760

Insider Convertible Debentures [Member]

Line of Credit Facility [Line Items]

Maturity date

Jun. 16, 2024

Amortization of deferred debt charges

$ 100

200

Principal amount

$ 11,900

Interest rate

6%

Accrued interest to principal

200

100

Net proceeds

$ 10,500

Third Party Convertible Debentures [Member]

Line of Credit Facility [Line Items]

Maturity date

Aug. 01, 2024

Interest rate effective percentage

6%

6%

Principal amount

$ 1,400

$ 1,400

Net proceeds

$ 1,200

NZ Superfund [Member]

Line of Credit Facility [Line Items]

Maturity date

Aug. 01, 2024

Interest rate effective percentage

8%

8%

Amortization of deferred debt charges

100

100

Principal amount

$ 5,100

$ 5,100

Accrued interest to principal

200

100

Net proceeds

$ 4,500

Rodina [Member]

Line of Credit Facility [Line Items]

Line of credit

$ 15,000

Revolving Credit Facility [Member]

Line of Credit Facility [Line Items]

Long-term debt, gross

$ 75,000

$ 60,000

Maturity date

Dec. 14, 2025

Dec. 14, 2023

Interest rate effective percentage

4.80%

5.60%

Repayments of debt

$ 48,600

Loss on extinguishment of debt

2,600

Amortization of deferred debt charges

$ 200

June 2023 Revolving Credit Facility [Member]

Line of Credit Facility [Line Items]

Long-term debt, gross

$ 90,000

Maturity date

Jun. 07, 2026

Interest rate effective percentage

4.25%

9.70%

Line of credit

$ 72,000

Remainning credit value

0

Deferred debt charges

2,100

2,300

Term Loan Facility [Member]

Line of Credit Facility [Line Items]

Long-term debt, gross

$ 20,000

Interest rate effective percentage

9.60%

9.50%

Principal amount

$ 10,000

Loss on extinguishments of debt

$ 800

2,500

Subordinated Term Loan [Member]

Line of Credit Facility [Line Items]

Maturity date

Dec. 22, 2022

Interest rate effective percentage

14%

Deferred debt charges

9,200

$ 10,300

Amortization of deferred debt charges

$ 1,100

$ 200

Long-term construction loan

$ 20,000

June 2023 Term Loan [Member]

Line of Credit Facility [Line Items]

Interest rate effective percentage

10.25%

16.80%

Deferred debt charges

$ 24,000

Amortization of deferred debt charges

$ 2,600

Principal amount

$ 75,000

Term debt description

The June 2023 Revolving Credit Facility, the June 2023 Term Loan and the Subordinated Term Loan are subject to certain cross-default provisions under the intercreditor agreement. In addition, the June 2023 Revolving Credit Facility, the June 2023

Accrued expenses (Details)

Accrued expenses (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Payables and Accruals [Abstract]
Accrued hauler expenses	$ 45,866	$ 63,367
Accrued compensation	6,111	4,221
FPA Settlement Liability (as defined in Note 11)		2,000
Other accrued expenses	3,283	7,057
Total accrued expenses	55,260	76,645
Accrued expenses	$ 919	$ 356

Accrued expenses (Details Narra

Accrued expenses (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2024	Dec. 31, 2023
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
RSUs granted amount	$ 8,200
Amount of rollover consideration	26,800
Gain on settlement of incentive compensation	$ 18,600
Accrued expenses		$ 55,260	$ 76,645
Other long-term liabilities		3,015	3,395
Current liabilities held for sale		900	400
Accrued Management Rollover Obligation [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Accrued expenses		2,100	2,200
Other long-term liabilities		$ 3,000	$ 3,400

Goodwill and other intangible_2

Goodwill and other intangibles (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 24,287	$ 24,286
Accumulated Amortization	(17,815)	(17,175)
Net Carrying Amount	6,472	7,111
Discontinued Operations [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	1,981	1,981
Accumulated Amortization	(1,596)	(1,431)
Net Carrying Amount	385	550
Domain Name [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	836	835
Accumulated Amortization
Net Carrying Amount	836	835
Finite-Lived Intangible Assets [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	23,451	23,451
Accumulated Amortization	(17,815)	(17,175)
Net Carrying Amount	$ 5,636	$ 6,276
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	(15,340)	(14,700)
Net Carrying Amount	$ 5,636	$ 6,276
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	$ 1,197	$ 1,197
Accumulated Amortization	(1,197)	(1,197)
Net Carrying Amount
Technology Equipment [Member] | Discontinued Operations [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	3 years	3 years
Gross Carrying Amount	$ 1,981	$ 1,981
Accumulated Amortization	(1,596)	(1,431)
Net Carrying Amount	$ 385	$ 550

Goodwill and other intangible_3

Goodwill and other intangibles (Details 1) $ in Thousands	Mar. 31, 2024 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2024	$ (1,920)
2025	(2,559)
2026	(1,157)
Total future amortization of intangible assets	$ (5,636)

Goodwill and other intangible_4

Goodwill and other intangibles (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Goodwill discontinued operations	$ 12,300
Amortization of intangible assets	600	$ 600
Accumulated amortization	(17,815)		$ (17,175)
Goodwill	19,872		19,872
Noncurrent Assets Of Discontinued Operations [Member]
Intangible assets	2,000		2,000
Accumulated amortization	1,600		1,400
Goodwill	12,300		12,300
Discontinued Operations [Member]
Amortization of intangible assets	200	$ 200
Accumulated amortization	$ (1,596)		$ (1,431)

Stockholders' (deficit) equity

Stockholders' (deficit) equity (Details) - shares	Mar. 31, 2024	Dec. 31, 2023
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	53,480,958	44,068,972
Total shares outstanding	53,480,958	44,068,972
Common Class A [Member]
Class of Stock [Line Items]
Common stock, shares authorized	690,000,000	690,000,000
Common stock, shares issued	52,406,059	39,643,584
Common stock, shares outstanding	52,406,059	39,643,584
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	52,406,059	39,643,584
Common stock, shares outstanding	52,406,059	39,643,584
Common Class V [Member]
Class of Stock [Line Items]
Common stock, shares authorized	275,000,000	275,000,000
Common stock, shares issued	1,074,899	4,425,388
Common stock, shares outstanding	1,074,899	4,425,388
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	1,074,899	4,425,388
Common stock, shares outstanding	1,074,899	4,425,388
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

Stockholders_ (deficit) equit_2

Stockholders’ (deficit) equity (Details Narrative)	3 Months Ended
	Mar. 31, 2024 shares
Equity [Abstract]
Number of common stock exchanged	3,350,489

Warrants (Details Narrative)

Warrants (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands			1 Months Ended	3 Months Ended		12 Months Ended
	Jun. 07, 2023	Aug. 15, 2022	Dec. 22, 2022	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Feb. 28, 2024	Mar. 22, 2023	Nov. 30, 2022	Nov. 18, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants, description		Company assumed a total of 3,752,107 outstanding warrants to purchase one share of the Company’s Class A Common Stock with an exercise price of $92.00 per share.
Warrant liabilities										$ 2,600
Warrant exercise price				$ 0.08
Public Warrants [Member] | Private Placement [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Outstanding warrants		1,976,560
Private Warrants [Member] | Private Placement [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Outstanding warrants		1,775,547
Term Loan Warrants [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Outstanding warrants				500
Warrants converted into common stock, amount			$ 2,600	$ 1,100		$ 3,700
Warrants converted into common stock, shares				1,436,726		1,355,045
Term Loan Warrants [Member] | Firstamendment [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrant liabilities								$ 250
Term Loan Warrants [Member] | Second Amendment [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrant liabilities								$ 350
Term Loan Warrants [Member] | Additions
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrant liabilities	$ 380
YA Warrant [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrant liabilities						$ 18,600
Warrants converted into common stock, shares					4,104,797
Warrant purchase price									$ 6,000
Warrant is exercisable amount									$ 20,000
Warrant exercise price									$ 0.0008
Warrant liability reclassified to stockholders deficit equity							$ 10,800
Advisor Warrant [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Outstanding warrants									62,500
Warrant exercise price									$ 0.08
Loss on change in fair value				$ 100
June 2023 Term Loan Warrants [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants converted into common stock, shares	2,121,605
Fair value of warrants				2,200		$ 7,900
Change in fair value of warrants				$ 5,700

Forward Purchase Agreement (Det

Forward Purchase Agreement (Details Narrative)	3 Months Ended
	Mar. 31, 2024
Forward Purchase Agreement
Termination Agreement	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 277,765 shares of Class A Common Stock which the Company subsequently canceled, and further agreed not to transfer any of 267,606 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. As more than 90% of the YA Convertible Debentures were converted into shares of Class A Common Stock on August 25, 2023, the FPA Earlier Lock-Up Date was set as February 25, 2024. The value of 277,765 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 (the “FPA Settlement Liability”) was included in accrued expenses on the accompanying condensed consolidated balance sheet as of December 31, 2023 and settled by issuance of 1,656,727 shares of Class A Common Stock in February 2024 and $0.8 million cash payment made by the Company in March 2024.

Yorkville SPA (Details Narrativ

Yorkville SPA (Details Narrative) - USD ($) $ in Thousands	Mar. 31, 2024	Nov. 30, 2022
Defined Benefit Plan Disclosure [Line Items]
Principal Amount		$ 7,000
Purchase price		7,000
Noncurrent assets		$ 2,000
Yorkville Facilities [Member]
Defined Benefit Plan Disclosure [Line Items]
Principal Amount	$ 10,000
Purchase price	10,000
Noncurrent assets	$ 2,100

Cantor Sales Agreement (Details

Cantor Sales Agreement (Details Narrative) - USD ($) $ in Thousands		3 Months Ended
	Sep. 05, 2023	Mar. 31, 2024	Mar. 31, 2023
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Proceeds from common stock			$ 1,100
Cantor Sales Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Proceeds from common stock	$ 50,000

Equity-based compensation (Deta

Equity-based compensation (Details)	3 Months Ended
	Mar. 31, 2024 $ / shares shares
Equity [Abstract]
Options outstanding, beginning balance	518,625
Weighted average grant date fair value, beginning | $ / shares	$ 10.02
Options granted
Weighted average grant date fair value, granted
Options vested	(198,789)
Weighted average grant date fair value, vested | $ / shares	$ 9.88
Options forfeited/redeemed	(5,794)
Weighted average grant date fair value, forfeited/redeemed | $ / shares	$ 15.84
Options outstanding, ending balance	314,042
Weighted average grant date fair value, ending | $ / shares	$ 10

Equity-based compensation (De_2

Equity-based compensation (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Aug. 15, 2022
Class of Stock [Line Items]
Equity compensation costs	$ 600	$ 9,300
Exchange of vested RSUs	206,906
Exchange of vested DSUs	17,331
Unrecognized compensation	$ 3,200
Weighted-average period	1 year 1 month 6 days
Common Class A [Member]
Class of Stock [Line Items]
Common stock, shares authorized	690,000,000		690,000,000
Common stock, shares issued	52,406,059		39,643,584
Common stock, shares outstanding	52,406,059		39,643,584
2022 Plan [Member] | Common Class A [Member]
Class of Stock [Line Items]
Common stock, shares authorized				3,982,409
Common stock, shares issued				2,055,769
Common stock, shares outstanding				2,055,769

Loss per share (Details)

Loss per share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Net loss from continuing operations	$ (17,153)	$ (9,451)
Less: Net loss from continuing operations attributable to noncontrolling interests	(1,437)	(6,234)
Net loss attributable to continuing operations of Rubicon Technologies, Inc.	(15,047)	(3,084)
Net loss from discontinued operations	(669)	(133)
Less: Net loss from discontinued operations attributable to noncontrolling interests	$ (45)	$ (88)
Weighted average shares outstanding, basic	46,068,599	7,427,116
Weighted average shares outstanding, diluted	46,068,599	7,427,116
Net loss per Class A Common share - basic	$ (0.33)	$ (0.41)
Net loss per Class A Common share - diluted	$ (0.33)	$ (0.41)
Common Class A [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Net loss from continuing operations	$ (16,484)	$ (9,318)
Less: Net loss from continuing operations attributable to noncontrolling interests	(1,437)	(6,234)
Net loss attributable to continuing operations of Rubicon Technologies, Inc.	(15,047)	(3,084)
Net loss from discontinued operations	(669)	(133)
Less: Net loss from discontinued operations attributable to noncontrolling interests	(45)	(88)
Net loss attributable to discontinued operations of Rubicon Technologies, Inc.	$ (624)	$ (45)
Weighted average shares outstanding, basic	46,068,599	7,427,116
Weighted average shares outstanding, diluted	46,068,599	7,427,116
Net loss per Class A Common share - basic	$ (0.33)	$ (0.42)
Net loss per Class A Common share - diluted	(0.33)	(0.42)
Net loss per Class A Common share - basic	(0.01)	(0.01)
Net loss per Class A Common share - diluted	$ (0.01)	$ (0.01)

Fair value measurements (Detail

Fair value measurements (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Additional Subordinated Term Loan Warrants Derivative [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Begiining balances	$ (11,045)
Additions
Changes in fair value	(367)
March 31, 2024 balances	1,650
Ending balances	(9,762)
Subordinated Term Loan Warrants Makewhole Derivative [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Begiining balances	(2,013)
Additions
Changes in fair value	(138)
March 31, 2024 balances
Ending balances	(2,151)
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities
Additional Subordinated Term Loan Warrants Derivative
Subordinated Term Loan Warrants Make-Whole Derivative
Total
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	(2,697)	(26,493)
Additional Subordinated Term Loan Warrants Derivative
Subordinated Term Loan Warrants Make-Whole Derivative
Total	(2,697)	(26,493)
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities
Additional Subordinated Term Loan Warrants Derivative	(2,151)	(2,013)
Subordinated Term Loan Warrants Make-Whole Derivative	(9,762)	(11,045)
Total	$ (11,913)	$ (13,058)

Fair value measurements (Deta_2

Fair value measurements (Details 1) - Subordinated Term Loan Warrants Makewhole Derivative [Member] - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Price of Class A Common Stock	$ 0.40	$ 1.85
Strike Price of Class A Common Stock	$ 18.96	$ 18.96
Risk-free interest rate	4.35%	3.90%
Expected volatility	90%	85%
Expiration Date	December 12, 2027	December 12, 2027

Fair value measurements (Deta_3

Fair value measurements (Details Narrative) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($) $ / shares
Class of Warrant or Right [Line Items]
Exercise prices | $ / shares	$ 0.08
Additional Subordinated Term Loan Warrants [Member]
Class of Warrant or Right [Line Items]
Value of derivative | $	$ 350
Discount rate	15%

Commitments and contingencies_2

Commitments and contingencies (Details) $ in Thousands	Mar. 31, 2024 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2024	$ 424
Total minimum lease payments	424
Less: Imputed interest	(26)
Total operating lease liabilities	$ 398

Commitments and contingencies_3

Commitments and contingencies (Details Narrative) $ in Thousands	Mar. 31, 2024 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Due in the next 12 months	$ 2,800
Thereafter	$ 3,600

Related party transactions (Det

Related party transactions (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands		1 Months Ended		3 Months Ended
	May 07, 2024	Jun. 30, 2024	Sep. 15, 2023	Dec. 31, 2023	Mar. 31, 2024	Sep. 22, 2023
Related Party Transaction [Line Items]
Due in the next 12 months					$ 15,000
Subscription fee		$ 7,500
SaaS Business [Member]
Related Party Transaction [Line Items]
Share price	$ 0.0001
Series A Convertible Perpetual Preferred Stock [Member]
Related Party Transaction [Line Items]
Number of stock sold	20,000
Aggregate purchase price	$ 20,000
June 2023 Revolving Credit Facility [Member]
Related Party Transaction [Line Items]
Letter of Credit					$ 72,000
Partial prepayment	68,200
June 2023 Term Loan Agreement [Member]
Related Party Transaction [Line Items]
Partial prepayment	$ 12,500
Rodina [Member]
Related Party Transaction [Line Items]
Letter of Credit						$ 15,000
Rodina Warrant [Member]
Related Party Transaction [Line Items]
Number of warrants granted			498,119
PIPE Investor [Member]
Related Party Transaction [Line Items]
Subscription fee				$ 3,800
Shares issued					2,246,182

Concentrations (Details Narrati

Concentrations (Details Narrative) - Customer Concentration Risk [Member]	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Revenue Benchmark [Member] | Two Customer [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage	36%
Revenue Benchmark [Member] | First Customer [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage		16%
Accounts Receivable [Member] | Two Customers [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage	52%
Accounts Receivable [Member] | Three Customers [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage			58%

Subsequent events (Details Narr

Subsequent events (Details Narrative) $ / shares in Units, $ in Thousands	May 07, 2024 USD ($) $ / shares shares
SaaS Business [Member]
Share price | $ / shares	$ 0.0001
Conversion price | $ / shares	$ 0.35
Series A Convertible Perpetual Preferred Stock [Member]
Number of stock sold | shares	20,000
Aggregate purchase price	$ 20,000
Dividends rate percentage	8%
Common Class A [Member]
Shares converted | shares	57,142,857
June 2023 Revolving Credit Facility [Member]
Partial prepayment	$ 68,200
June 2023 Term Loan Agreement [Member]
Partial prepayment	$ 12,500