Rubicon (RBTC) 10-Q 20 Aug 24 2024 Q2 Quarterly report Financial data

Cover

Cover - shares	6 Months Ended
	Jun. 30, 2024	Aug. 20, 2024
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2024
Document Fiscal Period Focus	Q2
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
Entity Address, Address Line Two	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
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		68,914,542
Common Class V [Member]
Entity Common Stock, Shares Outstanding		771,305
Series A Convertible Perpetual Preferred Stock [Member]
Entity Common Stock, Shares Outstanding		20,000

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Current Assets:
Cash and cash equivalents	$ 8,153	$ 18,695
Accounts receivable, net	54,791	62,930
Contract assets	54,917	75,567
Prepaid expenses	21,431	13,197
Current assets of discontinued operations		5,257
Due from affiliates	1,276
Other current assets	2,811	3,742
Total Current Assets	143,379	179,388
Property and equipment, net	466	632
Operating right-of-use assets	1,287	567
Other noncurrent assets	1,661	2,114
Goodwill	20,692	19,872
Intangible assets, net	5,831	7,111
Noncurrent assets of discontinued operations		13,603
Total Assets	173,316	223,287
Current Liabilities:
Accounts payable	61,412	65,465
Line of credit	52,179	71,121
Accrued expenses	62,914	76,645
Contract liabilities	1,229	1,499
Operating lease liabilities, current	215	725
Warrant liabilities	9,506	26,493
Derivative liabilities	8,825	9,375
Long-term debt, current portion	50,926
Current liabilities of discontinued operations		6,216
Total Current Liabilities	247,206	257,539
Long-Term Liabilities:
Deferred income taxes	258	197
Operating lease liabilities, noncurrent	1,087
Debt obligations, net of debt issuance costs	1,422	81,001
Related-party debt obligations, net of debt issuance costs	17,363	16,302
Derivative liabilities		3,683
Earn-out liabilities	9	142
Other long-term liabilities	2,640	3,395
Total Long-Term Liabilities	22,779	104,720
Total Liabilities	269,985	362,259
Redeemable convertible preferred class A stock, $0.0001 par value; 10,000,000 shares authorized and 20,000 shares issued and outstanding as of June 30, 2024 and 0 shares issued and outstanding as of December 31, 2023, respectively. (Aggregate liquidation preference and aggregate redemption amount of $20,236)	15,661
Stockholders’ Deficit:
Preferred stock – par value of $0.0001 per share, 10,000,000 shares authorized, 0 issued and outstanding as of June 30, 2023 and December 31, 2022, respectively
Additional paid-in capital	266,189	221,986
Accumulated deficit	(384,444)	(394,804)
Total stockholders’ deficit attributable to Rubicon Technologies, Inc.	(118,248)	(172,814)
Noncontrolling interests	5,918	33,842
Total Stockholders’ Deficit	(112,330)	(138,972)
Total Liabilities, Redeemable Convertible Preferred Stock, and Stockholders’ Deficit	173,316	223,287
Common Class A [Member]
Stockholders’ Deficit:
Common stock value	7	4
Common Class V [Member]
Stockholders’ Deficit:
Common stock value

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - $ / shares	Jun. 30, 2024	Dec. 31, 2023
Redeemable convertible preferred stock, par value	0.0001	0.0001
Redeemable convertible preferred stock, authorized shares	10,000,000	10,000,000
Redeemable convertible preferred stock, shares issued	20,000	0
Redeemable convertible preferred stock, shares outstanding	20,000	0
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	68,914,542	39,643,584
Common stock, shares outstanding	68,914,542	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	776,097	4,425,388
Common stock, shares outstanding	776,097	4,425,388

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Revenue:
Service	$ 146,725	$ 158,027	$ 293,978	$ 322,350
Recyclable commodity	16,422	13,923	32,232	28,656
Total revenue	163,147	171,950	326,210	351,006
Cost of revenue (exclusive of amortization and depreciation):
Service	143,575	149,307	283,922	306,821
Recyclable commodity	14,893	11,968	28,947	25,155
Total cost of revenue (exclusive of amortization and depreciation)	158,468	161,275	312,869	331,976
Sales and marketing	2,332	1,947	4,020	4,391
Product development	5,271	6,568	11,896	14,009
General and administrative	10,667	13,698	23,754	31,886
Gain on settlement of incentive compensation				(18,622)
Amortization and depreciation	950	1,074	1,881	2,187
Total Costs and Expenses	177,688	184,562	354,420	365,827
Loss from continuing operations	(14,541)	(12,612)	(28,210)	(14,821)
Other Income (Expense):
Interest earned	26	5	59	6
Gain (loss) on change in fair value of warrant liabilities	3,718	(414)	13,469	(469)
Gain on change in fair value of earnout liabilities	22	470	133	5,290
Loss on change in fair value of derivatives	(721)	(335)	(2,020)	(2,533)
Gain on service fee settlements in connection with the Mergers		6,364		6,996
Loss on extinguishment of debt obligations	(8,782)	(6,783)	(8,782)	(8,886)
Interest expense	(8,413)	(8,119)	(19,163)	(15,295)
Related party interest expense	(540)	(661)	(1,062)	(1,254)
Other expense, net	(666)	(482)	(1,617)	(903)
Total Other Expense, Net	(15,356)	(9,955)	(18,983)	(17,048)
Loss from Continuing Operations Before Income Taxes	(29,897)	(22,567)	(47,193)	(31,869)
Income tax expense	102	17	114	33
Net Loss from Continuing Operations, net of tax	(29,999)	(22,584)	(47,307)	(31,902)
Discontinued Operations:
Loss from discontinued operations	(456)	(233)	(1,125)	(366)
Net gain on sale of discontinued operations	59,674		59,674
Income tax expense	1,881		1,881
Net income (loss) from discontinued operations, net of tax	57,337	(233)	56,668	(366)
Net income (loss)	27,338	(22,817)	9,361	(32,268)
Net loss from continuing operations attributable to noncontrolling interests	(479)	(9,508)	(1,915)	(15,742)
Net loss from continuing operations attributable to Class A common stockholders	(29,520)	(13,076)	(45,392)	(16,160)
Net income (loss) from discontinued operations attributable to noncontrolling interests	960	(107)	914	(195)
Net income (loss) from discontinued operations attributable to Class A common stockholders	$ 56,377	$ (126)	$ 55,754	$ (171)
Net loss from continuing operations per Class A Common share - basic	$ (0.32)	$ (0.98)	$ (0.65)	$ (1.56)
Net loss from continuing operations per Class A Common share - diluted	(0.32)	(0.98)	(0.65)	(1.56)
Net income (loss) from discontinued operations per Class A Common share - basic	0.61	(0.01)	0.80	(0.02)
Net income (loss) from discontinued operations per Class A Common share - diluted	0.61	(0.01)	0.80	(0.02)
Earnings Per Share, Basic	0.29	(0.99)	0.15	(1.58)
Earnings Per Share, Diluted	$ 0.29	$ (0.99)	$ 0.15	$ (1.58)
Weighted average shares outstanding – basic	58,854,594	13,276,407	52,461,596	10,367,920
Weighted average shares outstanding – diluted	58,854,594	13,276,407	52,461,596	10,367,920

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' (DEFICIT) EQUITY (UNAUDITED) - USD ($) $ in Thousands	Common Stock [Member]	Common Stock Class A [Member]	Common Stock Class V [Member]	Preferred Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Noncontrolling Interest [Member]	Total
Beginning balance, value at Dec. 31, 2022		$ 6	$ 12		$ 34,658	$ (337,875)	$ 148,747	$ (154,452)
Beginning balance, shares at Dec. 31, 2022		55,886,692	115,463,646
Equity-based compensation					9,302			9,302
Issuance of common stock for services rendered		$ 1			10,244			10,245
Issuance of common stock for services rendered, shares		9,318,052
Issuance of equity-classified warrants					945			945
Issuance of common stock for vested RSUs
Issuance of common stock for vested RSUs, shares		3,711,682
RSUs withheld to pay taxes					(1,067)			(1,067)
Conversion of debt obligations to common stock					3,130			3,130
Conversion of debt obligations to common stock, shares		2,849,962
Proceeds from issuance of common stock					1,100			1,100
Proceeds from issuance of common stock, shares		1,222,222
Net loss						(3,129)	(6,322)	(9,451)
Ending balance, value at Mar. 31, 2023		$ 7	$ 12		58,312	(341,004)	142,425	(140,248)
Ending balance, shares at Mar. 31, 2023		72,988,610	115,463,646
Equity-based compensation					1,803			1,803
Issuance of common stock for vested DSUs
Issuance of common stock for vested DSUs, shares		84,818
Conversion of debt obligations to common stock		$ 2			7,714			7,716
Conversion of debt obligations to common stock, shares		17,288,298
Proceeds from issuance of common stock		$ 6			23,661			23,667
Proceeds from issuance of common stock, shares		56,836,444
Exchange of Class V Common Stock to Class A Common Stock		$ 8	$ (8)		94,270		(94,270)
Exchange of Class V Common Stock to Class A Common Stock, shares		80,060,825	(80,060,825)
Common stock issuance costs					(32)			(32)
Exercise and conversion of liability classified warrants					1,073			1,073
Exercise and conversion of liability classified warrants, shares		2,559,375
Net loss						(13,202)	(9,615)	(22,817)
Ending balance, value at Jun. 30, 2023		$ 23	$ 4		186,802	(354,206)	38,540	(128,838)
Ending balance, shares at Jun. 30, 2023		229,818,370	35,402,821
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		1,657,727
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			5,096			5,097
Exercise and conversion of liability classified warrants, shares		5,541,523
Net loss						(16,497)	(1,482)	(17,979)
Ending balance, value at Mar. 31, 2024		$ 5			258,000	(411,301)	7,755	(145,541)
Ending balance, shares at Mar. 31, 2024		52,406,059	1,074,899
Equity-based compensation					531			531
Issuance of common stock for services rendered		$ 1			3,394			3,395
Issuance of common stock for services rendered, shares		8,423,303
RSU Settlement
RSU Settlement, shares		192,027
Exchange of Class V Common Stock to Class A Common Stock					2,318		(2,318)
Exchange of Class V Common Stock to Class A Common Stock, shares		298,802	(298,802)
Exercise and conversion of liability classified warrants		$ 1			1,946			1,947
Exercise and conversion of liability classified warrants, shares		7,594,351
Net loss						26,857	481	27,338
Ending balance, value at Jun. 30, 2024		$ 7			$ 266,189	$ (384,444)	$ 5,918	$ (112,330)
Ending balance, shares at Jun. 30, 2024		68,914,542	776,097

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Cash flows from operating activities:
Net income (loss)	$ 9,361	$ (32,268)
Net income (loss) from discontinued operations	56,668	(366)
Adjustments to reconcile net loss to net cash flows from operating activities:
Loss on disposal of property and equipment		13
Amortization and depreciation	2,037	2,172
Amortization of deferred debt charges	6,538	3,338
Amortization of related party deferred debt charges	271	504
Paid-in-kind interest capitalized to principal of debt obligations	2,313	3,473
Paid-in-kind interest capitalized to principal of related party debt obligations	400	641
Allowances for accounts receivables and contract assets	760	1,360
(Gain) loss on change in fair value of warrant liabilities	(13,469)	469
Loss on change in fair value of derivatives	2,020	2,533
Gain on change in fair value of earn-out liabilities	(133)	(5,290)
Loss on extinguishment of debt obligations	8,782	8,886
Equity-based compensation	1,095	11,106
Settlement of accrued incentive compensation		(26,826)
Service fees settled in common stock	7,144	3,808
Gain on service fee settlement in connection with the Mergers		(6,995)
Deferred income taxes	61	17
Change in operating assets and liabilities:
Accounts receivable	11,426	(905)
Contract assets	21,704	3,863
Prepaid expenses	(8,529)	(2,667)
Other current assets	(425)	(11)
Operating right-of-use assets	(721)	622
Other noncurrent assets	117	(112)
Accounts payable	(4,846)	(3,082)
Accrued expenses	(13,664)	(785)
Contract liabilities	(269)	190
Operating lease liabilities	577	(933)
Other liabilities	(759)	(1,679)
Total adjustments and changes in operating assets and liabilities	22,430	(6,290)
Net cash from operating activities – continuing operations	(24,877)	(38,192)
Net cash from operating activities – discontinued operations:
Gain on business disposition – discontinued operations	(59,674)
Adjustments to reconcile net income (loss) to net cash flows from discontinued operations	562	1,249
Net cash from operating activities – discontinued operations	(2,444)	883
Net cash flows from operating activities	(27,321)	(37,309)
Cash flows from investing activities – continuing operations:
Property and equipment purchases	(251)	(231)
Net cash from investing activities – continuing operations	(251)	(231)
Cash flows from investing activities – discontinued operations:
Property and equipment purchases		(397)
Net cash from sale of business	61,989
Net cash from investing activities – discontinued operations	61,989	(397)
Net cash flows from investing activities	61,738	(628)
Cash flows from financing activities:
Net repayments on Revolving Credit Facility	(18,942)	(5,625)
Proceeds from debt obligations		86,226
Repayments of debt obligations	(45,600)	(53,500)
Proceeds from related party debt obligations		14,520
Financing costs paid		(13,916)
Proceeds from issuance of common stock		24,767
Proceeds from issuance of redeemable convertible Class A preferred stock	20,000
Equity Issuance Cost	(417)	(31)
RSUs withheld to pay taxes		(1,067)
Net cash flows from financing activities	(44,959)	51,374
Net change in cash and cash equivalents	(10,542)	13,437
Cash and cash equivalents, beginning of period	18,695	10,079
Cash and cash equivalents, end of period	8,153	23,516
Supplemental disclosure of cash flow information:
Cash paid for interest	9,945	7,010
Supplemental disclosures of non-cash investing and financing activities:
Exchange of warrant liability for common stock	7,794	1,050
Settlement of the FPA Termination Agreement in common stock	2,000
Issuance of common stock for services rendered	7,149
Proceeds allocation between sale of business and issuance of redeemable convertible Class A preferred stock	3,922
Fair value of derivatives issued as debt discount and issuance cost		12,739
Conversions of debt obligations to common stock		5,500
Conversions of related-party debt obligations to common stock		3,080
Equity issuance costs waived		6,364
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	6 Months Ended
	Jun. 30, 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. Sale of Business Basis of Presentation and Consolidation Liquidity and going concern consideration Note 4 – Discontinued operations and business disposition for further details As of June 30, 2024, cash and cash equivalents totaled $8.2 8,153 54,791 54.9 Through the sale of SaaS Business, the Company received cash for a total amount of $81.7 million, of which $57 million was used to prepay the outstanding balances for the June 2023 Term Loan (as defined in Note 6) and the June 2023 Revolving Credit Facility (as defined in Note 6), $20 million was used to repay the outstanding balances for accounts payable, and $3.2 million was used to pay expenses incurred for the sale. 90.0 0.2 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 (see Note 4 for further information) and entered into the Rodina SPA (see Note 12 for further information) which provided the Company with additional cash. 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 June 30, 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 3.0 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 June 30, 2024 and December 31, 2023, the Company’s continuing operations had unbilled receivables of $ 54.9 75.6 74.6 0 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 June 30, 2024 and December 31, 2023, the Company’s continuing operations had deferred revenue balances of $ 1.2 1.5 1.5 0 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. Redeemable Convertible Preferred Class A Stock 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. 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. The Company accounts for these Earn-Out Interests as either equity-classified or liability-classified instruments based on an assessment of the specific terms (as further defined in Note 3) and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity Derivatives and Hedging 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 on the consolidated balance sheet. As of June 30, 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 1.67% and (14.42)% of Holdings LLC’s net loss during the three and six months ended June 30, 2024 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 June 30, 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 $ 2.0 0 6.80% (0.1)% 2.0 0 17.57% (0.1)% During the six months ended June 30, 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 $ 0.3 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. 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	6 Months Ended
	Jun. 30, 2024
Recent Accounting Pronouncements
Recent accounting pronouncements	Note 2— Recent accounting pronouncements Accounting pronouncements issued, but not adopted as of June 30, 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

Revision of Prior Period Financ

Revision of Prior Period Financial Statements	6 Months Ended
	Jun. 30, 2024
Revision Of Prior Period Financial Statements
Revision of Prior Period Financial Statements	Note 3— Revision of Prior Period Financial Statements Revision of Previously Issued Condensed Consolidated Financial Statements In connection with the preparation of the Company’s condensed consolidated financial statements for the quarter ended June 30, 2024, the Company noted that certain YA warrants (see Note 10) were improperly reclassified to equity from liability in the end of February 2024. Specifically, the Company (a) did not appropriately perform full analysis on all the terms within the agreement that could trigger liability classification resulting in an overstatement of shareholders’ equity and understatement of warrant liabilities; and (b) did not fair value warrant liabilities through the end of March 31, 2024 due to the reclassification of warrant liabilities to equity during the period ended March 31, 2024 resulting in an overstatement of the gain from the change in fair value of the YA warrants for the period ended March 31, 2024. The Company has revised its condensed consolidated financial statements for the quarter ended March 31, 2024, and revised the impacted amounts within the accompanying notes to condensed consolidated financial statements. The Company elected to correct immaterial errors that it identified in the condensed consolidated financial statements as of and for the quarter ended March 31, 2024 previously issued. Description of Revision Tables The following tables present the revised amounts in the condensed consolidated financial statements as of and for the quarter ended March 31, 2024 including the revised amounts in the condensed consolidated balance sheets, condensed consolidated statements of operations, condensed consolidated statements of stockholders’ deficit, and the condensed consolidated statements of cash flows. The Revision Reference column corresponds to the listing of revision adjustments noted immediately above. Revised amounts in the condensed consolidated balance sheets: Schedule of revised amounts in the condensed consolidated balance sheets March 31, 2024 (in thousands) As Previously Adjustments As Revision Current liabilities: Warrant liabilities $ 2,697 $ 10,598 $ 13,295 a, b Total current liabilities $ 226,013 $ 10,598 $ 236,611 Total liabilities $ 333,270 $ 10,598 $ 343,868 Stockholders’ Deficit: Additional paid-in capital $ 267,772 $ (9,772 ) $ 258,000 a, b Accumulated deficit $ (410,475 ) $ (770 ) $ (411,245 ) Total stockholders’ deficit attributable to Rubicon Technologies, Inc. $ (142,698 ) $ (10,542 ) $ (153,240 ) b Noncontrolling interests $ 7,755 $ (56 ) $ 7,699 b Total stockholders’ Deficit $ (134,943 ) $ (10,598 ) $ (145,541 ) b Total Liabilities and Stockholders’ Deficit $ 198,327 $ - $ 198,327 a, b Revised amounts in the condensed consolidated statements of operations: Schedule of revised amounts in the condensed consolidated statements of operations March 31, 2024 (in thousands) As Previously Adjustments As Revision Other Income (Expense): Gain (loss) on change in fair value of warrant liabilities $ 10,577 $ (826 ) $ 9,751 b Total other expense $ (2,802 ) $ (826 ) $ (3,628 ) b Loss from continuing operations before income taxes $ (16,472 ) $ (826 ) $ (17,298 ) b Net loss from continuing operations $ (16,484 ) $ (826 ) $ (17,310 ) b Net loss $ (17,153 ) $ (826 ) $ (17,979 ) b Net loss from continuing operations attributable to noncontrolling interests $ (1,437 ) $ (56 ) $ (1,493 ) b Net loss from continuing operations attributable to Class A common stockholders $ (15,047 ) $ (770 ) $ (15,817 ) b Net loss from continuing operations per Class A Common shares – basis and diluted $ (0.33 ) $ (0.01 ) $ (0.34 ) b Condensed consolidated statements of stockholders’ deficit: As Previously Reported: Schedule of condensed consolidated statements of stockholders’ deficit Common Stock – Additional Accumulated Non Total Shares Amount Capital Deficit Interest Deficit Exercise and conversion of liability classified warrants 3,831,232 $ 1 $ 4,023 $ - $ - $ 4,024 Reclassification of liability classified warrants to equity - - 10,845 - - 10,845 Exercise and conversion of equity classified warrants 1,710,291 - - - - - Net loss - - - (15,671 ) (1,482 ) (17,153 ) Balance, March 31, 2024, as previously reported 52,406,059 $ 5 $ 267,772 $ (410,475 ) $ 7,755 $ (134,943 ) Revision impacts: Common Stock – Additional Accumulated Non Total Shares Amount Capital Deficit Interest Deficit Exercise and conversion of liability classified warrants 1,710,291 $ - $ 1,073 $ - $ - $ 1,073 Reclassification of liability classified warrants to equity - - (10,845 ) - - (10,845 ) Exercise and conversion of equity classified warrants (1,710,291 ) - - - - - Net loss - - - (826 ) - (826 ) Revision impacts to balance, March 31, 2024 - $ 5 $ (9,772 ) $ (826 ) $ - $ (10,598 ) As Revised: Common Stock – Additional Non Class A Paid-in Accumulated controlling Total Shares Amount Capital Deficit Interest Deficit Exercise and conversion of liability classified warrants 5,541,523 $ 1 $ 5,096 $ - $ - $ 5,097 Reclassification of liability classified warrants to equity - - - - - - Exercise and conversion of equity classified warrants - - - - - - Net loss - - - (16,497 ) (1,482 ) (17,979 ) Balance, March 31, 2024, as revised 52,406,059 $ 5 $ 258,000 $ (411,301 ) $ 7,755 $ (145,541 ) Revised amounts in the condensed consolidated statements of cash flows: Schedule of revised amounts in the condensed consolidated statements of cash flows March 31, 2024 (in thousands) As Previously Reported Adjustments As Revision Cash flows from operating activities: Net loss $ (17,153 ) $ (826 ) $ (17,979 ) b Loss on change in fair value of warrant liabilities $ (10,577 ) $ 826 $ (9,751 ) b Net cash flows from operating activities – continuing operations $ (6,112 ) $ $ (6,112 ) b Net cash flows from operating activities $ (5,680 ) $ - $ (5,680 ) b Supplemental disclosures of non-cash investing and financing activities: Reclassification of liability classified warrants to equity $ 10,845 $ (10,845 ) $ - a Revised amounts and language in the Note 16, Fair value measurements, of the notes to the condensed consolidated financial statements: The following tables summarize the Company’s financial assets and liabilities measured at fair value on a recurring basis for level 2 within the fair value hierarchy as of the dates indicated (in thousands): Schedule of assets and liabilities measured at fair value on recurring basic As of March 31, 2024 Liabilities Level 3 (previously reported) Adjustments Level 3 (as revised) Warrant liabilities $ - $ (10,598 ) $ (10,598 ) Total $ - $ (10,598 ) $ (10,598 ) The roll-forward schedule for level 3 classified warrant liabilities related to YA Warrants is as follows (in thousands): Schedule of warrant liabilities Level 3 Roll-forward YA December 31, 2023 balances $ - Reclassified from level 2 (18,601 ) Additions - Exercise of warrants 4,167 Changes in fair value 3,836 Reclassified to level 2 - March 31, 2024 balances, as revised $ (10,598 ) Warrant liabilities

Discontinued Operations and Bus

Discontinued Operations and Business Disposition	6 Months Ended
	Jun. 30, 2024
Discontinued Operations and Disposal Groups [Abstract]
Discontinued Operations and Business Disposition	Note 4— Discontinued Operations and Business Disposition Discontinued Operations 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. 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 December 31, 2023 based on the relative fair value of the SaaS Business and the remaining business. 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. Refer to Business disposition below for further discussion on the sale of the SaaS business. The following table presents the aggregate carrying amounts of the classes of assets and liabilities of discontinued operations of the SaaS Business disposed as of May 7, 2024 (disposition date) and December 31, 2023 (in thousands): Schedule of assets and liabilities of discontinued operations Assets and Liabilities of Discontinued Operations May 7, December 31, Accounts receivable, net $ 680 $ 4,047 Contract assets, net - 1,054 Prepaid expenses 83 108 Other current assets 129 48 Current assets of discontinued operations 892 5,257 Deferred commissions 142 - Property and equipment, net 787 793 Goodwill 11,440 12,260 Intangible assets, net 318 550 Total assets of discontinued operations $ 13,579 $ 18,860 Accrued expenses $ 645 $ 356 Contract liabilities 6,697 5,860 Current liabilities of discontinued operations $ 7,342 $ 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 for three months ended June 30, 2024 and 2023 (in thousands): Schedule of results of discontinued operations Results of Discontinued Operations June 30, June 30, Revenue: Service $ 1,045 $ 2,614 Cost of revenue (exclusive of amortization and depreciation): Service 440 887 Sales and marketing 593 800 Product development 277 656 General and administrative 79 234 Amortization and depreciation 112 270 Total costs and expense 1,501 2,847 Loss before income taxes (456 ) (233 ) Pre-tax gain on sale of discontinued operations 59,674 - Income taxes expenses (1,881 ) - Net income (loss) from discontinued operations, net of taxes $ 57,337 $ (233 ) 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 for six months ended June 30, 2024 and 2023 (in thousands): Results of Discontinued Operations June 30, June 30, Revenue: Service $ 4,058 $ 4,656 Cost of revenue (exclusive of amortization and depreciation): Service 1,440 1,374 Sales and marketing 2,093 1,630 Product development 977 1,307 General and administrative 279 193 Amortization and depreciation 394 518 Total costs and expense 1,501 2,847 Loss before income taxes (1,125 ) (366 ) Pre-tax gain on sale of discontinued operations 59,674 - Income taxes expenses (1,881 ) - Net income (loss) from discontinued operations, net of taxes $ 56,668 $ (366 ) Business Disposition On May 7, 2024, the Company completed the sale of 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. The total consideration was $ 61.7 6.5 20,000 0.0001 20 65.9 16.1 The APA provides a potential earn-out payment to the Company of $12.5 million if the SaaS Business, after the transaction, achieves a certain annual recurring revenue target on or prior to December 31, 2024. The potential earn-out payment will be decreased by the amount of contingent payment of $2.5 million from the “Take-private Transaction” discussed below. Given that the earn-out payment depends on the SaaS business sold achieving a certain level of annual recurring revenue target, the earnout consideration is not accounted for as derivative. The Company records the earnout consideration at its fair value at the transaction date and determined that the fair value of the earn-out payment was $0.3 million at the closing of the transaction on May 7, 2024, and recognized a $ 0.3 Additionally, the APA also provides a contingent payment of $2.5 million from the Buyer if the shareholder approval of a “Take-private Transaction” with the Buyer or the Buyer’s affiliates occurs prior to December 31, 2024. In order for the Company to receive the contingent payment of $2.5 million, a business combination, a merger, or other change of control must occur between the Buyer or the Buyer’s Affiliates or the Buyer’s Parent resulting in a delisting and deregistration of the Company’s stock with the SEC. The payment of the $2.5 million is based on a binary event, which is a business combination, which either occurs or does not occur and is outside the control of the Company. Therefore, this contingent payment of $2.5 million does not qualify as a derivative, and is concluded as a contingent gain, which is recognized when it occurs. To determine the gain derived from the sale of the SaaS business, the Company performed the calculation based on the allocated proceeds of the sale of the SaaS business and the closing balances of the SaaS businesses reported as of May 7, 2024, which consisted of total assets in the amount of $ 13.6 7.3 6.3 65.9 59.7 The Company has only one reporting unit and evaluates goodwill for impairment at the single reporting unit level. As a result, there is no goodwill assigned specifically to the SaaS business and goodwill pertaining to the sale of the SaaS business is allocated based on the relative fair value of the SaaS Business and the remaining business. As such, the Company allocated goodwill in the amount of $11.4 million to the SaaS business at the close of the sale on May 7, 2024, at which such goodwill was part of total assets in the gain calculation above.

Property and equipment

Property and equipment	6 Months Ended
	Jun. 30, 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 June 30, 2024 and December 31, 2023 (in thousands): Schedule of property and equipment June 30, December 31, 2024 2023 Computers, equipment and software $ 2,361 $ 2,324 Furniture and fixtures 210 210 Leasehold improvements 1,495 1,441 Total property and equipment 4,066 3,975 Less accumulated amortization and depreciation (3,600 ) (3,343 ) Total property and equipment, net $ 466 $ 632 Property and equipment of discontinued operations: Customer equipment $ - $ 1,891 Less: accumulated amortization and depreciation - (1,098 ) Total property and equipment, net $ - $ 793 Property and equipment amortization and depreciation expense of continuing operations for the three months ended June 30, 2024 and 2023 was $ 0.2 0.3 0.4 0.7 1.9 1.1 2.0 1.3

Debt

Debt	6 Months Ended
	Jun. 30, 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% Debt Modifications and Extinguishments 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 million (the “September 2023 Rodina Letter of Credit”) to the lender of the June 2023 Revolving Credit Facility on behalf of the Company, which increased the Company’s borrowing base collateral under the facility by $15.0 million. The expiration date of the September 2023 Rodina Letter of Credit is September 30, 2024 with an automatic renewal option for one additional year through September 30, 2025. 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. 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 In accordance with ASC 470-50, Debt Modifications and Extinguishments As of June 30, 2024, the Company’s total outstanding borrowings under the Line of Credit were $ 72.0 0.2 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 June 30, 2024 and December 31, 2023 were $ 1.8 2.3 0.2 0.2 0.5 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, which (i) amended the interest rate to SOFR plus 9.6% 10.3 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 2.5 Subordinated Term Loan 20.0 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 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 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 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 equity interest and assets or a merger. The side letter required the Company to initiate a sale process within 300 days of the completion of the sale of SaaS Business on May 7, 2024. The letter required two milestones of the sale process, (i) within four-months of May 7, 2024, the Company should enter into a binding letter of intent to consummate the sale of the Company and (ii) within ten-months of May 7, 2024, the Company should consummate the sale of the Company and repay the outstanding balance of the debts in full. 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. 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 June 30, 2024 and December 31, 2023 was $ 7.9 10.3 1.3 0.7 2.4 0.9 June 2023 Term Loan 75.0 10.25% 16.8% On May 7, 2024, the Company entered into an amendment to the June 2023 Term Loan agreement. Pursuant to the amendment, (i) the lender consented to the sale of SaaS Business and (ii) the Company agreed to make a partial prepayment of $ 45.6 43.4 2.2 In accordance with ASC 470-50, Debt Modifications and Extinguishments 8.5 The Company capitalized $24.0 million in deferred debt charges related to the June 2023 Term Loan during the ended December 31, 2023. Balance of deferred debt charges as of June 30, 2024 and December 31, 2023 was $6.6 million and $19.5 million, respectively. Amortization of deferred debt charges related to the June 2023 Term Loan agreement was $ 1.7 0.4 4.3 0.4 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 Term Loan and the Subordinated Term Loan agreements include covenants, which reduce the available borrowing base collateral under the June 2023 Revolving Credit Facility initially by $19.0 million (the “Minimum Excess Availability Reserve”). 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 June 30, 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 June 30, 2024. The Company capitalized $ 0.2 0.2 0.4 0.4 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 0.4 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 June 30, December 31, 2024 2023 Term loan balance $ 65,445 $ 109,422 Convertible debt balance 1,512 1,467 Related-party convertible debt balance 19,214 18,424 Less: unamortized deferred debt charges (16,460 ) (32,010 ) Total borrowed 69,711 97,303 Less: short-term debt obligation balance (50,926 ) - Long-term debt obligation balance $ 18,785 $ 97,303 At June 30, 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 65,445 2026 20,726 Total $ 86,171 The total interest expense related to the Revolving Credit Facilities, Term Loan Facilities, and Convertible Debentures was $ 8.0 8.8 19.2 16.5

Accrued expenses

Accrued expenses	6 Months Ended
	Jun. 30, 2024
Payables and Accruals [Abstract]
Accrued expenses	Note 7— Accrued expenses Accrued expenses consist of the following as of June 30, 2024 and December 31, 2023 (in thousands): Schedule of accrued expenses June 30, December 31, 2024 2023 Accrued hauler expenses $ 44,697 $ 63,367 Accrued compensation 7,029 4,221 FPA Settlement Liability (as defined in Note 11) - 2,000 Accrued income taxes 1,881 - Other accrued expenses 9,307 7,057 Total accrued expenses $ 62,914 $ 76,645 Accrued expenses of discontinued operations: Accrued expenses $ - $ 356 During the six months ended June 30, 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 $ 1.9 2.2 2.6 3.4 As further described in Note 4, the Company reported $1.9 million accrued income tax liabilities from discontinued operations, as of June 30, 2024, as a result of the sale of the SaaS Business; and $0.4 million of accrued expenses were classified to current liabilities of discontinued operations on the accompanying condensed consolidated balance sheet as of December 31, 2023.

Goodwill and other intangibles

Goodwill and other intangibles	6 Months Ended
	Jun. 30, 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 six months ended June 30, 2024 or the year ended December 31, 2023. No impairment of goodwill was identified for the three or six months ended June 30, 2024 or the year ended December 31, 2023. Goodwill consisted of the following (in thousands): Schedule of intangible assets and goodwill Balance at December 31, 2023 $ 32,132 Balance allocated to SaaS business (11,440 ) Balance at June 30, 2024 $ 20,692 Intangible assets consisted of the following (in thousands, except years): Schedule of finite- lived intangible assets, future amortization expense June 30, 2024 Useful Life Gross Accumulated Net Trade Name 5 $ 728 $ (728 ) $ - Customer and hauler relationships 2 8 20,976 (15,980 ) 4,996 Non-competition agreements 3 4 550 (550 ) - Technology 3 1,197 (1,197 ) - Total finite-lived intangible assets 23,451 (18,455 ) 4,996 Domain Name Indefinite 835 - 835 Total intangible assets $ 24,286 $ (18,455 ) $ 5,831 December 31, 2023 Useful Life 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 $ 0.8 0.8 1.6 1.6 Schedule of goodwill Fiscal Years Ending December 31, 2024 $ 1,280 2025 2,559 2026 1,157 Total future amortization of intangible assets $ 4,996 As further described in Note 4, $ 2.0 1.4 11.4 2.0 1.7 11.4

Stockholders_ deficit

Stockholders’ deficit	6 Months Ended
	Jun. 30, 2024
Equity [Abstract]
Stockholders’ deficit	Note 9— Stockholders’ deficit The table set forth below reflects information about the Company’s equity as of June 30, 2024: Schedule of stockholders equity Authorized Issued Outstanding Class A Common Stock 690,000,000 68,914,542 68,914,542 Class V Common Stock 275,000,000 776,097 776,097 Preferred Stock 10,000,000 - - Total shares as of June 30, 2024 975,000,000 69,690,639 69,690,639 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 and six months ended June 30, 2024, 298,802 3,649,291 0 80,060,825

Warrants

Warrants	6 Months Ended
	Jun. 30, 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 increased the number of shares of Class A Common Stock the lender has the right to purchase up to $ 2.6 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 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 1.8 4,606,712 2.9 6,043,438 0.7 In June 2024, one of the holders of the Subordinated Term Loan Warrants notified the Company that it had sold the shares subject to the warrant make-whole term and the make-whole amount in scope of the Make-Whole Agreement. The holder further indicated that a recuperation of the difference between the value of the in-scope warrant issued and sale value of such warrant will be required and the settlement will be paid in cash when the Company becomes private. The Company remeasured the fair value of the derivative to the settlement amount of $ 1.9 0.3 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 June 30, 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 initially 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 The Company also determined that the YA Warrant is within the scope of ASC 815-40 where in the event of a purchase offer, tender offer, or exchange offer where holders of 50% or more of the total voting power of the Company’s Class A Common Stock sell, tender or exchange their shares for other securities, cash or property the holders of the YA Warrant have the option to receive cash equal to the product of $20,000,000 multiplied by the quotient of the number of Warrant shares called for by the Warrant divided by the original number of Warrant Shares underlying the Warrant. The Company determined that a tender offer or exchange event is outside the control of the Company and upon the consummation of a tender offer event it is possible that a change of control of the company will not have occurred. As a result, the warrants could be cash settled upon an event outside the Company’s control and it is possible that less than all or substantially all of the Class A Shares would be eligible to receive cash and the provision that would result in the cash settlement would not lead to a change in control of the Company due to the existence of the Class V shares. During the three and six months ended June 30, 2024, the Company issued 2,987,639 7,092,436 Advisor Warrant 62,500 0.08 , 0.1 June 2023 Term Loan Warrants 2,121,605 On May 7, 2024, the Company entered into an amendment to the June 2023 Term Loan Warrants, which extended the period wherein if a dividend or stock split occurred, the number of shares issuable under the warrants are proportionally increase such that the warrant holders are not diluted by the stock dividend or stock split. The amendment extended such period from 18 months to 30 months. The Company measured the fair value of the June 2023 Term Loan Warrants as of June 30, 2024 and December 31, 2023, and recognized $ 0.5 7.9 1.7 7.4

Forward Purchase Agreement

Forward Purchase Agreement	6 Months Ended
	Jun. 30, 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.

Redeemable Convertible Preferre

Redeemable Convertible Preferred Class A Stock	6 Months Ended
	Jun. 30, 2024
Redeemable Convertible Preferred Class Stock
Redeemable Convertible Preferred Class A Stock	Note 12— Redeemable Convertible Preferred Class A Stock On May 7, 2024 (the “Original Issue Date”), in conjunction to the sale of SaaS business (see Note 4), the Company entered into a Securities Purchase Agreement (the “Purchase Agreement” or “SPA”) with MBI Holdings, LP (the “Buyer”), an affiliate of Rodina Capital (“Rodina”), which is an affiliate of Mr. Andres Chico and Mr. Jose Miguel Enrich. Pursuant to the Purchase Agreement, the Company agreed to issue and sell to the Buyer 20,000 shares of Series A Convertible Perpetual Preferred Stock, at $ 0.0001 The Series A Convertible Perpetual Preferred Stock include the following rights: Dividends 0.2 Liquidation 20.2 If the remaining assets available for distribution to stockholders were insufficient, the holders of the Preferred Stock will receive distributions ratably among the holders of Preferred Stock and common stock in proportion to the respective full preferential amounts. Voting Rights Conversion Anti-Dilution Adjustments Redemption The Series A Convertible Perpetual Preferred Stock is redeemable at the option of the Company into a number of shares of common stock based on a Redemption Price upon a change of control that is outside of the Company’s control. All of the Preferred Stock will be redeemed into a number of shares of common stock based on the Liquidation Preference upon the occurrence of an of an insolvency event. Registration Rights The total cash proceeds from the issuance of the Series A Convertible Perpetual Preferred Stock and the sale of SaaS business were allocated to the two transactions based on the relative fair value of these transactions. Therefore, the Company recorded the issuance of the Series A Convertible Perpetual Preferred Stock at $ 15.7

Cantor Sales Agreement

Cantor Sales Agreement	6 Months Ended
	Jun. 30, 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	6 Months Ended
	Jun. 30, 2024
Equity [Abstract]
Equity-based compensation	Note 14— Equity-based compensation During the three and six months ended June 30, 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 six months ended June 30, 2024: Schedule of RSUs activity Units Weighted Nonvested – December 31, 2023 518,625 $ 10.02 Granted - - Vested (203,932 ) 9.66 Forfeited/redeemed (9,147 ) 15.84 Nonvested – June 30, 2024 305,546 $ 10.09 The remaining RSUs will vest over the requisite service periods ranging from six to thirty-six months from the grant date. The Company recognized $ 0.5 1.8 1.1 11.1 Some of RSUs settled during the six months ended June 30, 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 June 30, 2024, there were 206,906 17,331 As of June 30, 2024, the total unrecognized compensation cost related to outstanding RSUs was $ 3.1 1.1

Earnings (Loss) per share

Earnings (Loss) per share	6 Months Ended
	Jun. 30, 2024
Earnings Per Share [Abstract]
Earnings (Loss) per share	Note 15— Earnings (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 and six months ended June 30, 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 and six months ended June 30, 2024 are as follows (amounts in thousands, except for share and per share amounts): Schedule of net earnings (loss) per share Three Months Ended Six Months Ended June 30, Numerator: Net loss from continuing operations $ (29,999 ) $ (47,307 ) Net loss continuing operations attributable to noncontrolling interests 479 1,915 Allocation of undistributed net earnings to participating securities 10,872 11,186 Allocation of undistributed net income from continuing operations of Class A common stockholders $ (18,648 ) $ (34,206 ) Net income from discontinued operations $ 57,337 $ 56,668 Net income discontinued operations attributable to noncontrolling interests (960 ) (915 ) Allocation of undistributed net earnings to participating securities (20,762 ) (13,739 ) Allocation of undistributed net income from discontinued operations of Rubicon Technologies, Inc. $ 35,615 $ 42,014 Denominator: Weighted average shares of Class A Common Stock outstanding – Basic 58,854,594 52,461,596 Weighted average shares of Class A Common Stock outstanding – Diluted 58,854,594 52,461,596 Net loss from continuing operations per share attributable to Class A Common Stock – Basic and diluted $ (0.32 ) $ (0.65 ) Net earnings from discontinued operations per share attributable to Class A Common Stock – Basic and diluted $ 0.61 $ 0.80 Net earnings per Class A Common share – basic and diluted $ 0.29 $ 0.15 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 and six months ended June 30, 2023 are as follows (amounts in thousands, except for share and per share amounts): Three Months Ended Six Months Ended Numerator: Net loss from continuing operations $ (22,584 ) $ (31,902 ) Net loss continuing operations attributable to noncontrolling interests (9,508 ) (15,742 ) Net loss: attributable to continuing operations of Rubicon Technologies, Inc. $ (13,076 ) $ (16,160 ) Net loss from discontinued operations $ (233 ) $ (366 ) Net loss discontinued operations attributable to noncontrolling interests (107 ) (195 ) Net loss: attributable to discontinued operations of Rubicon Technologies, Inc. $ (126 ) $ (171 ) Denominator: Weighted average shares of Class A Common Stock outstanding – Basic and diluted* 13,276,407 10,367,920 Net loss from continuing operations per share attributable to Class A Common Stock – Basic and diluted* $ (0.98 ) $ (1.56 ) Net loss from discontinued operations per share attributable to Class A Common Stock – Basic and diluted* $ (0.01 ) $ (0.02 ) * The Company effected a reverse stock split of its outstanding shares of voting common stock at a ratio of one-for-eight (1:8) on September 29, 2023. Pursuant to the reverse stock split, every eight shares of the Company’s issued and outstanding shares of common stock were automatically combined into one issued and outstanding share of common stock, without any change in the number of authorized shares or the par value per share of the common stock. Therefore, the weighted average share of Class A Common Stock outstanding – basic and diluted, and loss per share attributable for Class A Common Stock for continuing operations and discontinued operations have been retroactively adjusted. 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). - Potential conversion of the Redeemable Convertible Preferred Stock.

Fair value measurements

Fair value measurements	6 Months Ended
	Jun. 30, 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 a recurring basis by level within the fair value hierarchy as of the dates indicated (in thousands): Schedule of fair value, assets and liabilities measured on recurring basis As of June 30, 2024 Liabilities Level 1 Level 2 Level 3 Warrant liabilities $ - $ (1,179 ) $ (8,327 ) Additional Subordinated Term Loan Warrants Derivative - - (8,275 ) Subordinated Term Loan Warrants Make-Whole Derivative - - (550 ) Total $ - $ (1,179 ) $ (17,152 ) As of December 31, 2023 Liabilities Level 1 Level 2 Level 3 Warrant liabilities $ - $ (26,493 ) $ - Additional Subordinated Term Loan Warrants Derivative - - (11,045 ) Subordinated Term Loan Warrants Make-Whole Derivative - - (2,013 ) Total $ - $ (26,493 ) $ (13,058 ) Level 3 Rollfoward YA Additional Subordinated December 31, 2023 balances $ - $ (11,045 ) $ (2,013 ) Reclassified from level 2 (18,601 ) - - Additions - - - Exercise of warrants 4,167 - - Changes in fair value 3,836 (367 ) (138 ) Reclassified to level 2 - 1,650 - March 31, 2024 balances $ (10,598 ) $ (9,762 ) $ (2,151 ) Additions - - - Exercise of warrants 752 - - Changes in fair value 1,519 (388 ) (333 ) Derecognition of derivative - - 1,934 Reclassified to level 2 - 1,875 - June 30, 2024 balances $ (8,327 ) $ (8,275 ) $ (550 ) 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 June 30, December 31, 2024 2023 Price of Class A Common Stock $ 0.12 $ 1.85 Strike Price of Class A Common Stock $ 18.96 $ 18.96 Risk-free interest rate 4.50 % 3.90 % Expected volatility 95.0 % 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	6 Months Ended
	Jun. 30, 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 has received demand letters from four former employees in connection with incentive equity compensation that these individuals believe were due to them pursuant to their employment agreement. The Company has subsequently reached settlement agreements with these four former employees. The Company paid $ 0.6 2.2 On August 15, 2024, a lawsuit was filed against the Company by Jefferies LLC (“Jefferies”) in New York State Supreme Court, New York Count (Manhattan) ( Jefferies LLC 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 $ 1.9 2.6

Related party transactions

Related party transactions	6 Months Ended
	Jun. 30, 2024
Related Party Transactions [Abstract]
Related party transactions	Note 18— Related party transactions PIPE Software services subscription 11.3 7.5 10,669,485 7.5 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 12.5 The Company also entered into a Transition Service Agreement (“TSA”) with the buyer of the SaaS business to provide certain services for a six-months of period with options to be extended. Those services include Human resources, such as payroll and benefits plan; finance and accounting functions, such as, general executive of finance, accounting, and tax, collection, books and records, accounts receivable, customer invoicing/billing and contracting; software and IT systems, and services; hosting services; customer and third party contract transition; end user and customer help desk; certain insurance coverage and policies; office services including using offices in certain locations; and marketing and advertisements. The Company charges a fee for some of the services listed, and total service fee amount for each service shall not exceed the actual costs to provide such service, and the aggregate service fees shall not exceed $1,821,168 under this TSA. The Company is also reimbursed for payroll expenses paid for employees of the SaaS business and should remit any cash receipts from accounts receivable collections on behalf of the SaaS business after May 7, 2024. The amounts charged for services performed under the TSA were recorded as a reduction of costs incurred to perform such services. The total net amount due from the SaaS business at June 30, 2024 was $ 1.3 Schedule of related party transactions June 30, Reimbursable payroll expenses paid on behalf of affiliates $ 1,150 TSA service fees 1,195 Cash collection from accounts receivable on behalf of affiliates (1,069 ) Total $ 1,276 Rodina Securities Purchase Agreement 20,000 0.0001 20.0

Concentrations

Concentrations	6 Months Ended
	Jun. 30, 2024
Risks and Uncertainties [Abstract]
Concentrations	Note 19— Concentrations During the three and six months ended June 30, 2024, the Company had two customers who individually accounted for 10% or more of the Company’s total revenue and together accounted for approximately 40% 38% 21% 18% 41% 58%

Subsequent events

Subsequent events	6 Months Ended
	Jun. 30, 2024
Subsequent Events [Abstract]
Subsequent events	Note 20— Subsequent events On August 15, 2024, a lawsuit was filed against the Company by Jefferies LLC (“Jefferies”) in New York State Supreme Court, New York Count (Manhattan) ( Jefferies LLC v. Rubicon Technologies, Inc.

Nature of operations and summ_2

Nature of operations and summary of significant accounting policies (Policies)	6 Months Ended
	Jun. 30, 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.
Sale of Business	Sale of Business
Basis of Presentation and Consolidation	Basis of Presentation and Consolidation
Liquidity and going concern consideration	Liquidity and going concern consideration Note 4 – Discontinued operations and business disposition for further details As of June 30, 2024, cash and cash equivalents totaled $8.2 8,153 54,791 54.9 Through the sale of SaaS Business, the Company received cash for a total amount of $81.7 million, of which $57 million was used to prepay the outstanding balances for the June 2023 Term Loan (as defined in Note 6) and the June 2023 Revolving Credit Facility (as defined in Note 6), $20 million was used to repay the outstanding balances for accounts payable, and $3.2 million was used to pay expenses incurred for the sale. 90.0 0.2 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 (see Note 4 for further information) and entered into the Rodina SPA (see Note 12 for further information) which provided the Company with additional cash. 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 June 30, 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 3.0 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 June 30, 2024 and December 31, 2023, the Company’s continuing operations had unbilled receivables of $ 54.9 75.6 74.6 0 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 June 30, 2024 and December 31, 2023, the Company’s continuing operations had deferred revenue balances of $ 1.2 1.5 1.5 0 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.
Redeemable Convertible Preferred Class A Stock	Redeemable Convertible Preferred Class A Stock
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.
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. The Company accounts for these Earn-Out Interests as either equity-classified or liability-classified instruments based on an assessment of the specific terms (as further defined in Note 3) and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity Derivatives and Hedging 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 on the consolidated balance sheet. As of June 30, 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 1.67% and (14.42)% of Holdings LLC’s net loss during the three and six months ended June 30, 2024 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 June 30, 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 $ 2.0 0 6.80% (0.1)% 2.0 0 17.57% (0.1)% During the six months ended June 30, 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 $ 0.3 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.
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.

Revision of Prior Period Fina_2

Revision of Prior Period Financial Statements (Tables)	6 Months Ended
	Jun. 30, 2024
Revision Of Prior Period Financial Statements
Schedule of revised amounts in the condensed consolidated balance sheets	Schedule of revised amounts in the condensed consolidated balance sheets March 31, 2024 (in thousands) As Previously Adjustments As Revision Current liabilities: Warrant liabilities $ 2,697 $ 10,598 $ 13,295 a, b Total current liabilities $ 226,013 $ 10,598 $ 236,611 Total liabilities $ 333,270 $ 10,598 $ 343,868 Stockholders’ Deficit: Additional paid-in capital $ 267,772 $ (9,772 ) $ 258,000 a, b Accumulated deficit $ (410,475 ) $ (770 ) $ (411,245 ) Total stockholders’ deficit attributable to Rubicon Technologies, Inc. $ (142,698 ) $ (10,542 ) $ (153,240 ) b Noncontrolling interests $ 7,755 $ (56 ) $ 7,699 b Total stockholders’ Deficit $ (134,943 ) $ (10,598 ) $ (145,541 ) b Total Liabilities and Stockholders’ Deficit $ 198,327 $ - $ 198,327 a, b
Schedule of revised amounts in the condensed consolidated statements of operations	Schedule of revised amounts in the condensed consolidated statements of operations March 31, 2024 (in thousands) As Previously Adjustments As Revision Other Income (Expense): Gain (loss) on change in fair value of warrant liabilities $ 10,577 $ (826 ) $ 9,751 b Total other expense $ (2,802 ) $ (826 ) $ (3,628 ) b Loss from continuing operations before income taxes $ (16,472 ) $ (826 ) $ (17,298 ) b Net loss from continuing operations $ (16,484 ) $ (826 ) $ (17,310 ) b Net loss $ (17,153 ) $ (826 ) $ (17,979 ) b Net loss from continuing operations attributable to noncontrolling interests $ (1,437 ) $ (56 ) $ (1,493 ) b Net loss from continuing operations attributable to Class A common stockholders $ (15,047 ) $ (770 ) $ (15,817 ) b Net loss from continuing operations per Class A Common shares – basis and diluted $ (0.33 ) $ (0.01 ) $ (0.34 ) b
Schedule of condensed consolidated statements of stockholders’ deficit	Schedule of condensed consolidated statements of stockholders’ deficit Common Stock – Additional Accumulated Non Total Shares Amount Capital Deficit Interest Deficit Exercise and conversion of liability classified warrants 3,831,232 $ 1 $ 4,023 $ - $ - $ 4,024 Reclassification of liability classified warrants to equity - - 10,845 - - 10,845 Exercise and conversion of equity classified warrants 1,710,291 - - - - - Net loss - - - (15,671 ) (1,482 ) (17,153 ) Balance, March 31, 2024, as previously reported 52,406,059 $ 5 $ 267,772 $ (410,475 ) $ 7,755 $ (134,943 ) Revision impacts: Common Stock – Additional Accumulated Non Total Shares Amount Capital Deficit Interest Deficit Exercise and conversion of liability classified warrants 1,710,291 $ - $ 1,073 $ - $ - $ 1,073 Reclassification of liability classified warrants to equity - - (10,845 ) - - (10,845 ) Exercise and conversion of equity classified warrants (1,710,291 ) - - - - - Net loss - - - (826 ) - (826 ) Revision impacts to balance, March 31, 2024 - $ 5 $ (9,772 ) $ (826 ) $ - $ (10,598 ) As Revised: Common Stock – Additional Non Class A Paid-in Accumulated controlling Total Shares Amount Capital Deficit Interest Deficit Exercise and conversion of liability classified warrants 5,541,523 $ 1 $ 5,096 $ - $ - $ 5,097 Reclassification of liability classified warrants to equity - - - - - - Exercise and conversion of equity classified warrants - - - - - - Net loss - - - (16,497 ) (1,482 ) (17,979 ) Balance, March 31, 2024, as revised 52,406,059 $ 5 $ 258,000 $ (411,301 ) $ 7,755 $ (145,541 )
Schedule of revised amounts in the condensed consolidated statements of cash flows	Schedule of revised amounts in the condensed consolidated statements of cash flows March 31, 2024 (in thousands) As Previously Reported Adjustments As Revision Cash flows from operating activities: Net loss $ (17,153 ) $ (826 ) $ (17,979 ) b Loss on change in fair value of warrant liabilities $ (10,577 ) $ 826 $ (9,751 ) b Net cash flows from operating activities – continuing operations $ (6,112 ) $ $ (6,112 ) b Net cash flows from operating activities $ (5,680 ) $ - $ (5,680 ) b Supplemental disclosures of non-cash investing and financing activities: Reclassification of liability classified warrants to equity $ 10,845 $ (10,845 ) $ - a
Schedule of assets and liabilities measured at fair value on recurring basic	Schedule of assets and liabilities measured at fair value on recurring basic As of March 31, 2024 Liabilities Level 3 (previously reported) Adjustments Level 3 (as revised) Warrant liabilities $ - $ (10,598 ) $ (10,598 ) Total $ - $ (10,598 ) $ (10,598 )
Schedule of warrant liabilities	Schedule of warrant liabilities Level 3 Roll-forward YA December 31, 2023 balances $ - Reclassified from level 2 (18,601 ) Additions - Exercise of warrants 4,167 Changes in fair value 3,836 Reclassified to level 2 - March 31, 2024 balances, as revised $ (10,598 )

Discontinued Operations and B_2

Discontinued Operations and Business Disposition (Tables)	6 Months Ended
	Jun. 30, 2024
Discontinued Operations and Disposal Groups [Abstract]
Schedule of assets and liabilities of discontinued operations	Schedule of assets and liabilities of discontinued operations Assets and Liabilities of Discontinued Operations May 7, December 31, Accounts receivable, net $ 680 $ 4,047 Contract assets, net - 1,054 Prepaid expenses 83 108 Other current assets 129 48 Current assets of discontinued operations 892 5,257 Deferred commissions 142 - Property and equipment, net 787 793 Goodwill 11,440 12,260 Intangible assets, net 318 550 Total assets of discontinued operations $ 13,579 $ 18,860 Accrued expenses $ 645 $ 356 Contract liabilities 6,697 5,860 Current liabilities of discontinued operations $ 7,342 $ 6,216
Schedule of results of discontinued operations	Schedule of results of discontinued operations Results of Discontinued Operations June 30, June 30, Revenue: Service $ 1,045 $ 2,614 Cost of revenue (exclusive of amortization and depreciation): Service 440 887 Sales and marketing 593 800 Product development 277 656 General and administrative 79 234 Amortization and depreciation 112 270 Total costs and expense 1,501 2,847 Loss before income taxes (456 ) (233 ) Pre-tax gain on sale of discontinued operations 59,674 - Income taxes expenses (1,881 ) - Net income (loss) from discontinued operations, net of taxes $ 57,337 $ (233 ) 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 for six months ended June 30, 2024 and 2023 (in thousands): Results of Discontinued Operations June 30, June 30, Revenue: Service $ 4,058 $ 4,656 Cost of revenue (exclusive of amortization and depreciation): Service 1,440 1,374 Sales and marketing 2,093 1,630 Product development 977 1,307 General and administrative 279 193 Amortization and depreciation 394 518 Total costs and expense 1,501 2,847 Loss before income taxes (1,125 ) (366 ) Pre-tax gain on sale of discontinued operations 59,674 - Income taxes expenses (1,881 ) - Net income (loss) from discontinued operations, net of taxes $ 56,668 $ (366 )

Property and equipment (Tables)

Property and equipment (Tables)	6 Months Ended
	Jun. 30, 2024
Property, Plant and Equipment [Abstract]
Schedule of property and equipment	Schedule of property and equipment June 30, December 31, 2024 2023 Computers, equipment and software $ 2,361 $ 2,324 Furniture and fixtures 210 210 Leasehold improvements 1,495 1,441 Total property and equipment 4,066 3,975 Less accumulated amortization and depreciation (3,600 ) (3,343 ) Total property and equipment, net $ 466 $ 632 Property and equipment of discontinued operations: Customer equipment $ - $ 1,891 Less: accumulated amortization and depreciation - (1,098 ) Total property and equipment, net $ - $ 793

Debt (Tables)

Debt (Tables)	6 Months Ended
	Jun. 30, 2024
Debt Disclosure [Abstract]
Schedule of components of long-term debt	Schedule of components of long-term debt June 30, December 31, 2024 2023 Term loan balance $ 65,445 $ 109,422 Convertible debt balance 1,512 1,467 Related-party convertible debt balance 19,214 18,424 Less: unamortized deferred debt charges (16,460 ) (32,010 ) Total borrowed 69,711 97,303 Less: short-term debt obligation balance (50,926 ) - Long-term debt obligation balance $ 18,785 $ 97,303
Schedule of maturities of long-term debt	Schedule of maturities of long-term debt Fiscal Years Ending December 31, 2024 $ - 2025 65,445 2026 20,726 Total $ 86,171

Accrued expenses (Tables)

Accrued expenses (Tables)	6 Months Ended
	Jun. 30, 2024
Payables and Accruals [Abstract]
Schedule of accrued expenses	Schedule of accrued expenses June 30, December 31, 2024 2023 Accrued hauler expenses $ 44,697 $ 63,367 Accrued compensation 7,029 4,221 FPA Settlement Liability (as defined in Note 11) - 2,000 Accrued income taxes 1,881 - Other accrued expenses 9,307 7,057 Total accrued expenses $ 62,914 $ 76,645 Accrued expenses of discontinued operations: Accrued expenses $ - $ 356

Goodwill and other intangibles

Goodwill and other intangibles (Tables)	6 Months Ended
	Jun. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of intangible assets and goodwill	Schedule of intangible assets and goodwill Balance at December 31, 2023 $ 32,132 Balance allocated to SaaS business (11,440 ) Balance at June 30, 2024 $ 20,692
Schedule of finite- lived intangible assets, future amortization expense	Schedule of finite- lived intangible assets, future amortization expense June 30, 2024 Useful Life Gross Accumulated Net Trade Name 5 $ 728 $ (728 ) $ - Customer and hauler relationships 2 8 20,976 (15,980 ) 4,996 Non-competition agreements 3 4 550 (550 ) - Technology 3 1,197 (1,197 ) - Total finite-lived intangible assets 23,451 (18,455 ) 4,996 Domain Name Indefinite 835 - 835 Total intangible assets $ 24,286 $ (18,455 ) $ 5,831 December 31, 2023 Useful Life 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 goodwill	Schedule of goodwill Fiscal Years Ending December 31, 2024 $ 1,280 2025 2,559 2026 1,157 Total future amortization of intangible assets $ 4,996

Stockholders_ deficit (Tables)

Stockholders’ deficit (Tables)	6 Months Ended
	Jun. 30, 2024
Equity [Abstract]
Schedule of stockholders equity	Schedule of stockholders equity Authorized Issued Outstanding Class A Common Stock 690,000,000 68,914,542 68,914,542 Class V Common Stock 275,000,000 776,097 776,097 Preferred Stock 10,000,000 - - Total shares as of June 30, 2024 975,000,000 69,690,639 69,690,639 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)	6 Months Ended
	Jun. 30, 2024
Equity [Abstract]
Schedule of RSUs activity	Schedule of RSUs activity Units Weighted Nonvested – December 31, 2023 518,625 $ 10.02 Granted - - Vested (203,932 ) 9.66 Forfeited/redeemed (9,147 ) 15.84 Nonvested – June 30, 2024 305,546 $ 10.09

Earnings (Loss) per share (Tabl

Earnings (Loss) per share (Tables)	6 Months Ended
	Jun. 30, 2024
Earnings Per Share [Abstract]
Schedule of net earnings (loss) per share	Schedule of net earnings (loss) per share Three Months Ended Six Months Ended June 30, Numerator: Net loss from continuing operations $ (29,999 ) $ (47,307 ) Net loss continuing operations attributable to noncontrolling interests 479 1,915 Allocation of undistributed net earnings to participating securities 10,872 11,186 Allocation of undistributed net income from continuing operations of Class A common stockholders $ (18,648 ) $ (34,206 ) Net income from discontinued operations $ 57,337 $ 56,668 Net income discontinued operations attributable to noncontrolling interests (960 ) (915 ) Allocation of undistributed net earnings to participating securities (20,762 ) (13,739 ) Allocation of undistributed net income from discontinued operations of Rubicon Technologies, Inc. $ 35,615 $ 42,014 Denominator: Weighted average shares of Class A Common Stock outstanding – Basic 58,854,594 52,461,596 Weighted average shares of Class A Common Stock outstanding – Diluted 58,854,594 52,461,596 Net loss from continuing operations per share attributable to Class A Common Stock – Basic and diluted $ (0.32 ) $ (0.65 ) Net earnings from discontinued operations per share attributable to Class A Common Stock – Basic and diluted $ 0.61 $ 0.80 Net earnings per Class A Common share – basic and diluted $ 0.29 $ 0.15 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 and six months ended June 30, 2023 are as follows (amounts in thousands, except for share and per share amounts): Three Months Ended Six Months Ended Numerator: Net loss from continuing operations $ (22,584 ) $ (31,902 ) Net loss continuing operations attributable to noncontrolling interests (9,508 ) (15,742 ) Net loss: attributable to continuing operations of Rubicon Technologies, Inc. $ (13,076 ) $ (16,160 ) Net loss from discontinued operations $ (233 ) $ (366 ) Net loss discontinued operations attributable to noncontrolling interests (107 ) (195 ) Net loss: attributable to discontinued operations of Rubicon Technologies, Inc. $ (126 ) $ (171 ) Denominator: Weighted average shares of Class A Common Stock outstanding – Basic and diluted* 13,276,407 10,367,920 Net loss from continuing operations per share attributable to Class A Common Stock – Basic and diluted* $ (0.98 ) $ (1.56 ) Net loss from discontinued operations per share attributable to Class A Common Stock – Basic and diluted* $ (0.01 ) $ (0.02 ) * The Company effected a reverse stock split of its outstanding shares of voting common stock at a ratio of one-for-eight (1:8) on September 29, 2023. Pursuant to the reverse stock split, every eight shares of the Company’s issued and outstanding shares of common stock were automatically combined into one issued and outstanding share of common stock, without any change in the number of authorized shares or the par value per share of the common stock. Therefore, the weighted average share of Class A Common Stock outstanding – basic and diluted, and loss per share attributable for Class A Common Stock for continuing operations and discontinued operations have been retroactively adjusted.

Fair value measurements (Tables

Fair value measurements (Tables)	6 Months Ended
	Jun. 30, 2024
Fair Value Disclosures [Abstract]
Schedule of fair value, assets and liabilities measured on recurring basis	Schedule of fair value, assets and liabilities measured on recurring basis As of June 30, 2024 Liabilities Level 1 Level 2 Level 3 Warrant liabilities $ - $ (1,179 ) $ (8,327 ) Additional Subordinated Term Loan Warrants Derivative - - (8,275 ) Subordinated Term Loan Warrants Make-Whole Derivative - - (550 ) Total $ - $ (1,179 ) $ (17,152 ) As of December 31, 2023 Liabilities Level 1 Level 2 Level 3 Warrant liabilities $ - $ (26,493 ) $ - Additional Subordinated Term Loan Warrants Derivative - - (11,045 ) Subordinated Term Loan Warrants Make-Whole Derivative - - (2,013 ) Total $ - $ (26,493 ) $ (13,058 ) Level 3 Rollfoward YA Additional Subordinated December 31, 2023 balances $ - $ (11,045 ) $ (2,013 ) Reclassified from level 2 (18,601 ) - - Additions - - - Exercise of warrants 4,167 - - Changes in fair value 3,836 (367 ) (138 ) Reclassified to level 2 - 1,650 - March 31, 2024 balances $ (10,598 ) $ (9,762 ) $ (2,151 ) Additions - - - Exercise of warrants 752 - - Changes in fair value 1,519 (388 ) (333 ) Derecognition of derivative - - 1,934 Reclassified to level 2 - 1,875 - June 30, 2024 balances $ (8,327 ) $ (8,275 ) $ (550 )
Schedule of derivative fair value measurements	Schedule of derivative fair value measurements As of As of June 30, December 31, 2024 2023 Price of Class A Common Stock $ 0.12 $ 1.85 Strike Price of Class A Common Stock $ 18.96 $ 18.96 Risk-free interest rate 4.50 % 3.90 % Expected volatility 95.0 % 85.0 % Expiration Date December 12, 2027 December 12, 2027

Related party transactions (Tab

Related party transactions (Tables)	6 Months Ended
	Jun. 30, 2024
Related Party Transactions [Abstract]
Schedule of related party transactions	Schedule of related party transactions June 30, Reimbursable payroll expenses paid on behalf of affiliates $ 1,150 TSA service fees 1,195 Cash collection from accounts receivable on behalf of affiliates (1,069 ) Total $ 1,276

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		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Cash and cash equivalents	$ 8,153		$ 8,153		$ 18,695
Accounts receivable, net	54,791		54,791		62,930
Unbilled contracts receivable	54,900		$ 54,900
Business sale description			Through the sale of SaaS Business, the Company received cash for a total amount of $81.7 million, of which $57 million was used to prepay the outstanding balances for the June 2023 Term Loan (as defined in Note 6) and the June 2023 Revolving Credit Facility (as defined in Note 6), $20 million was used to repay the outstanding balances for accounts payable, and $3.2 million was used to pay expenses incurred for the sale.
Allowance for doubtful accounts	3,000		$ 3,000		2,700
Unbilled receivables	54,900		54,900		75,600
Customer invoice			74,600
Contract assets	0		0		1,100
Deferred revenue	1,200		1,200		1,500
Contract liability recognized			1,500
Contract liabilities	0		0		5,900
Fair value of Earn-out Interests	0		0		100
Other income (expense)			100
Income tax expense (benefit)	$ 2,000	$ 0	$ 2,000	$ 0
Effective tax rate	6.80%	(0.10%)	17.57%	(0.10%)
Net deferred tax liability	$ 300		$ 300		$ 200
Common Class A [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Common stock, par value	$ 0.0001		$ 0.0001		$ 0.0001
Common Class A [Member] | Merger Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Shares issued	186,064		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		$ 50,000
Common Class B [Member] | Merger Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Shares issued	1,112,605		1,112,605
Common Class V [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Common stock, par value	$ 0.0001		$ 0.0001		$ 0.0001
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		$ 90,000
Line of credit facility, remaining borrowing capacity	$ 200		$ 200

Revision of Prior Period Fina_3

Revision of Prior Period Financial Statements (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Mar. 31, 2024	Dec. 31, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022
Current liabilities:
Warrant liabilities	$ 9,506	$ 13,295	$ 26,493
Total current liabilities	247,206	236,611	257,539
Total liabilities	269,985	343,868	362,259
Stockholders’ Deficit:
Additional paid-in capital	266,189	258,000	221,986
Accumulated deficit	(384,444)	(411,245)	(394,804)
Total stockholders’ deficit attributable to Rubicon Technologies, Inc.	(118,248)	(153,240)	(172,814)
Noncontrolling interests	5,918	7,699	33,842
Total stockholders’ Deficit	(112,330)	(145,541)	(138,972)	$ (128,838)	$ (140,248)	$ (154,452)
Total Liabilities and Stockholders’ Deficit	$ 173,316	198,327	$ 223,287
Previously Reported [Member]
Current liabilities:
Warrant liabilities		2,697
Total current liabilities		226,013
Total liabilities		333,270
Stockholders’ Deficit:
Additional paid-in capital		267,772
Accumulated deficit		(410,475)
Total stockholders’ deficit attributable to Rubicon Technologies, Inc.		(142,698)
Noncontrolling interests		7,755
Total stockholders’ Deficit		(134,943)
Total Liabilities and Stockholders’ Deficit		198,327
Revision of Prior Period, Adjustment [Member]
Current liabilities:
Warrant liabilities		10,598
Total current liabilities		10,598
Total liabilities		10,598
Stockholders’ Deficit:
Additional paid-in capital		(9,772)
Accumulated deficit		(770)
Total stockholders’ deficit attributable to Rubicon Technologies, Inc.		(10,542)
Noncontrolling interests		(56)
Total stockholders’ Deficit		(10,598)
Total Liabilities and Stockholders’ Deficit

Revision of Prior Period Fina_4

Revision of Prior Period Financial Statements (Details 1) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended			6 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Other Income (Expense):
Gain (loss) on change in fair value of warrant liabilities	$ 3,718	$ 9,751	$ (414)	$ 13,469	$ (469)
Total other expense	(15,356)	(3,628)	(9,955)	(18,983)	(17,048)
Loss from continuing operations before income taxes	(29,897)	(17,298)	(22,567)	(47,193)	(31,869)
Net loss from continuing operations	(29,999)	(17,310)	(22,584)	(47,307)	(31,902)
Net loss	$ 27,338	(17,979)	$ (22,817)	$ 9,361	$ (32,268)
Net loss from continuing operations attributable to noncontrolling interests		(1,493)
Net loss from continuing operations attributable to Class A common stockholders		$ (15,817)
Net loss from continuing operations per Class A Common shares - basic	$ 0.29	$ (0.34)	$ (0.99)	$ 0.15	$ (1.58)
Net loss from continuing operations per Class A Common shares - diluted	$ 0.29	$ (0.34)	$ (0.99)	$ 0.15	$ (1.58)
Previously Reported [Member]
Other Income (Expense):
Gain (loss) on change in fair value of warrant liabilities		$ 10,577
Total other expense		(2,802)
Loss from continuing operations before income taxes		(16,472)
Net loss from continuing operations		(16,484)
Net loss		(17,153)
Net loss from continuing operations attributable to noncontrolling interests		(1,437)
Net loss from continuing operations attributable to Class A common stockholders		$ (15,047)
Net loss from continuing operations per Class A Common shares - basic		$ (0.33)
Net loss from continuing operations per Class A Common shares - diluted		$ (0.33)
Revision of Prior Period, Adjustment [Member]
Other Income (Expense):
Gain (loss) on change in fair value of warrant liabilities		$ (826)
Total other expense		(826)
Loss from continuing operations before income taxes		(826)
Net loss from continuing operations		(826)
Net loss		(826)
Net loss from continuing operations attributable to noncontrolling interests		(56)
Net loss from continuing operations attributable to Class A common stockholders		$ (770)
Net loss from continuing operations per Class A Common shares - basic		$ (0.01)
Net loss from continuing operations per Class A Common shares - diluted		$ (0.01)

Revision of Prior Period Fina_5

Revision of Prior Period Financial Statements (Details 2) - USD ($) $ in Thousands	3 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Exercise and conversion of liability classified warrants	$ 1,947	$ 5,097	$ 1,073
Reclassification of liability classified warrants to equity
Exercise and conversion of equity classified warrants
Net loss	27,338	(17,979)	(22,817)	$ (9,451)
Ending balance, value	(112,330)	(145,541)	(128,838)	(140,248)
Common Stock Class A [Member]
Exercise and conversion of liability classified warrants	$ 1	$ 1
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period	7,594,351	5,541,523	2,559,375
Reclassification of liability classified warrants to equity
Exercise and conversion of equity classified warrants
Net loss
Ending balance, value	$ 7	$ 5	$ 23	$ 7
Shares, Outstanding	68,914,542	52,406,059	229,818,370	72,988,610	39,643,584	55,886,692
Additional Paid-in Capital [Member]
Exercise and conversion of liability classified warrants	$ 1,946	$ 5,096	$ 1,073
Reclassification of liability classified warrants to equity
Exercise and conversion of equity classified warrants
Net loss
Ending balance, value	266,189	258,000	186,802	58,312
Retained Earnings [Member]
Exercise and conversion of liability classified warrants
Reclassification of liability classified warrants to equity
Exercise and conversion of equity classified warrants
Net loss	26,857	(16,497)	(13,202)	(3,129)
Ending balance, value	(384,444)	(411,301)	(354,206)	(341,004)
Noncontrolling Interest [Member]
Exercise and conversion of liability classified warrants
Reclassification of liability classified warrants to equity
Exercise and conversion of equity classified warrants
Net loss	481	(1,482)	(9,615)	(6,322)
Ending balance, value	$ 5,918	7,755	$ 38,540	$ 142,425
Previously Reported [Member]
Exercise and conversion of liability classified warrants		4,024
Reclassification of liability classified warrants to equity		10,845
Exercise and conversion of equity classified warrants
Net loss		(17,153)
Ending balance, value		(134,943)
Previously Reported [Member] | Common Stock Class A [Member]
Exercise and conversion of liability classified warrants		$ 1
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period		3,831,232
Reclassification of liability classified warrants to equity
Exercise and conversion of equity classified warrants
[custom:ExerciseAndConversionOfEquityClassifiedWarrantsShares]		1,710,291
Net loss
Ending balance, value		$ 5
Shares, Outstanding		52,406,059
Previously Reported [Member] | Additional Paid-in Capital [Member]
Exercise and conversion of liability classified warrants		$ 4,023
Reclassification of liability classified warrants to equity		10,845
Exercise and conversion of equity classified warrants
Net loss
Ending balance, value		267,772
Previously Reported [Member] | Retained Earnings [Member]
Exercise and conversion of liability classified warrants
Reclassification of liability classified warrants to equity
Exercise and conversion of equity classified warrants
Net loss		(15,671)
Ending balance, value		(410,475)
Previously Reported [Member] | Noncontrolling Interest [Member]
Exercise and conversion of liability classified warrants
Reclassification of liability classified warrants to equity
Exercise and conversion of equity classified warrants
Net loss		(1,482)
Ending balance, value		7,755
Revision of Prior Period, Adjustment [Member]
Exercise and conversion of liability classified warrants		1,073
Reclassification of liability classified warrants to equity		(10,845)
Exercise and conversion of equity classified warrants
Net loss		(826)
Ending balance, value		(10,598)
Revision of Prior Period, Adjustment [Member] | Common Stock Class A [Member]
Exercise and conversion of liability classified warrants
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period		1,710,291
Reclassification of liability classified warrants to equity
Exercise and conversion of equity classified warrants
[custom:ExerciseAndConversionOfEquityClassifiedWarrantsShares]		(1,710,291)
Net loss
Ending balance, value		$ 5
Shares, Outstanding
Revision of Prior Period, Adjustment [Member] | Additional Paid-in Capital [Member]
Exercise and conversion of liability classified warrants		$ 1,073
Reclassification of liability classified warrants to equity		(10,845)
Exercise and conversion of equity classified warrants
Net loss
Ending balance, value		(9,772)
Revision of Prior Period, Adjustment [Member] | Retained Earnings [Member]
Exercise and conversion of liability classified warrants
Reclassification of liability classified warrants to equity
Exercise and conversion of equity classified warrants
Net loss		(826)
Ending balance, value		(826)
Revision of Prior Period, Adjustment [Member] | Noncontrolling Interest [Member]
Exercise and conversion of liability classified warrants
Reclassification of liability classified warrants to equity
Exercise and conversion of equity classified warrants
Net loss
Ending balance, value

Revision of Prior Period Fina_6

Revision of Prior Period Financial Statements (Details 3) - USD ($) $ in Thousands	3 Months Ended			6 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Cash flows from operating activities:
Net loss	$ 27,338	$ (17,979)	$ (22,817)	$ 9,361	$ (32,268)
Loss on change in fair value of warrant liabilities		(9,751)		(13,469)	469
Net cash flows from operating activities – continuing operations		(6,112)		(24,877)	(38,192)
Net cash flows from operating activities		(5,680)		$ (27,321)	$ (37,309)
Supplemental disclosures of non-cash investing and financing activities:
Reclassification of liability classified warrants to equity
Previously Reported [Member]
Cash flows from operating activities:
Net loss		(17,153)
Loss on change in fair value of warrant liabilities		(10,577)
Net cash flows from operating activities – continuing operations		(6,112)
Net cash flows from operating activities		(5,680)
Supplemental disclosures of non-cash investing and financing activities:
Reclassification of liability classified warrants to equity		10,845
Revision of Prior Period, Adjustment [Member]
Cash flows from operating activities:
Net loss		(826)
Loss on change in fair value of warrant liabilities		826
Net cash flows from operating activities
Supplemental disclosures of non-cash investing and financing activities:
Reclassification of liability classified warrants to equity		$ (10,845)

Revision of Prior Period Fina_7

Revision of Prior Period Financial Statements (Details 4) - USD ($) $ in Thousands	Jun. 30, 2024	Mar. 31, 2024	Dec. 31, 2023
Warrant liabilities	$ (9,506)	$ (13,295)	$ (26,493)
Total	$ (269,985)	(343,868)	$ (362,259)
Fair Value, Inputs, Level 3 [Member]
Warrant liabilities		(10,598)
Total		(10,598)
Previously Reported [Member]
Warrant liabilities		(2,697)
Total		(333,270)
Previously Reported [Member] | Fair Value, Inputs, Level 3 [Member]
Warrant liabilities
Total
Revision of Prior Period, Adjustment [Member]
Warrant liabilities		(10,598)
Total		(10,598)
Revision of Prior Period, Adjustment [Member] | Fair Value, Inputs, Level 3 [Member]
Warrant liabilities		(10,598)
Total		$ (10,598)

Revision of Prior Period Fina_8

Revision of Prior Period Financial Statements (Details 5) - YA Warrants Liabilities [Member] $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($)
Class of Warrant or Right [Line Items]
Beginning balance
Reclassified from level 2	(18,601)
Additions
Exercise of warrants	4,167
Changes in fair value	3,836
Reclassified to level 2
Ending balance	$ (10,598)

Discontinued Operations and B_3

Discontinued Operations and Business Disposition (Details) - USD ($) $ in Thousands	Jun. 30, 2024	May 07, 2024	Dec. 31, 2023
Contract assets, net	$ 0		$ 1,100
Current assets of discontinued operations			5,257
Contract liabilities	0		5,900
Current liabilities of discontinued operations			6,216
Discontinued Operations [Member]
Accounts receivable, net		$ 680	4,047
Contract assets, net			1,054
Prepaid expenses		83	108
Other current assets		129	48
Current assets of discontinued operations		892	5,257
Deferred commissions		142
Property and equipment, net		787	793
Goodwill		11,440	12,260
Intangible assets, net		318	550
Total assets of discontinued operations		13,579	18,860
Accrued expenses		645	356
Contract liabilities		6,697	5,860
Current liabilities of discontinued operations		$ 7,342	$ 6,216

Discontinued Operations and B_4

Discontinued Operations and Business Disposition (Details 1) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Loss before income taxes	$ (456)	$ (233)	$ (1,125)	$ (366)
Net income (loss) from discontinued operations, net of taxes	57,337	(233)	56,668	(366)
Discontinued Operations [Member]
Revenue: Service	1,045	2,614	4,058	4,656
Cost of revenue (exclusive of amortization and depreciation): Service	440	887	1,440	1,374
Sales and marketing	593	800	2,093	1,630
Product development	277	656	977	1,307
General and administrative	79	234	279	193
Amortization and depreciation	112	270	394	518
Total costs and expense	1,501	2,847	1,501	2,847
Loss before income taxes	(456)	(233)	(1,125)	(366)
Pre-tax gain on sale of discontinued operations	59,674		59,674
Income taxes expenses	(1,881)		(1,881)
Net income (loss) from discontinued operations, net of taxes	$ 57,337	$ (233)	$ 56,668	$ (366)

Discontinued Operations and B_5

Discontinued Operations and Business Disposition (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	May 07, 2024	Jun. 30, 2024	Mar. 31, 2024	Dec. 31, 2023
Contingent consideration receivable		$ 300
Total assets		173,316		$ 223,287
Total liabilities		$ 269,985	$ 343,868	$ 362,259
Series A Convertible Perpetual Preferred Stock [Member]
Number of stock sold	20,000
Aggregate purchase price	$ 20,000
Proceeds from sale business	16,100
SaaS Business [Member]
Total consideration	61,700
Working capital adjustment	$ 6,500
Share price	$ 0.0001
Proceeds from sale business	$ 65,900
Total assets	13,600
Total liabilities	7,300
Net assets disposed	6,300
Proceeds from allocation of business	65,900
Gain from sale of SaaS business	$ 59,700

Property and equipment (Details

Property and equipment (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 4,066	$ 3,975
Less accumulated amortization and depreciation	(3,600)	(3,343)
Total property and equipment, net	466	632
Discontinued Operations [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment		1,891
Less accumulated amortization and depreciation		(1,098)
Total property and equipment, net		793
Property, Plant and Equipment [Member] | Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	2,361	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	$ 1,495	$ 1,441

Property and equipment (Detai_2

Property and equipment (Details Narrative) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	May 07, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Amortization and depreciation expense	$ 200	$ 300	$ 400	$ 700
Total property and equipment	4,066		4,066			$ 3,975
Accumulated depreciation	$ 3,600		$ 3,600			3,343
Noncurrent Assets Of Discontinued Operations [Member]
Property, Plant and Equipment [Line Items]
Accumulated depreciation					$ 1,300	1,100
Equipment [Member] | Noncurrent Assets Of Discontinued Operations [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment					$ 2,000	$ 1,900

Debt (Details)

Debt (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Debt Disclosure [Abstract]
Term loan balance	$ 65,445	$ 109,422
Convertible debt balance	1,512	1,467
Related-party convertible debt balance	19,214	18,424
Less: unamortized deferred debt charges	(16,460)	(32,010)
Total borrowed	69,711	97,303
Less: short-term debt obligation balance	(50,926)
Long-term debt obligation balance	$ 18,785	$ 97,303

Debt (Details 1)

Debt (Details 1) $ in Thousands	Jun. 30, 2024 USD ($)
Debt Disclosure [Abstract]
2024
2025	65,445
2026	20,726
Total	$ 86,171

Debt (Details Narrative)

Debt (Details Narrative) - USD ($) $ in Thousands							1 Months Ended		3 Months Ended		6 Months Ended		12 Months Ended
	May 07, 2024	Jun. 07, 2023	Feb. 07, 2023	Feb. 02, 2023	Feb. 02, 2023	Dec. 14, 2018	Dec. 16, 2022	Dec. 22, 2021	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Mar. 29, 2019
Line of Credit Facility [Line Items]
Loss on extinguishments of debt									$ (8,782)	$ (6,783)	$ (8,782)	$ (8,886)
Interest expense									8,000	8,800	19,200	16,500
Insider Convertible Debentures [Member]
Line of Credit Facility [Line Items]
Maturity date							Jun. 16, 2024
Amortization of deferred debt charges									200	100
Principal amount							$ 11,900
Net proceeds							$ 10,500
Interest rate							6%
Accrued interest to principal									200	200	400	400
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	100	100
Principal amount				$ 5,100	$ 5,100
Net proceeds				$ 4,500
Accrued interest to principal									200	100	400	200
Revolving Credit Facility [Member]
Line of Credit Facility [Line Items]
Long-term debt, gross			$ 75,000			$ 60,000
Maturity date						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	200	$ 500	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%		9.70%
Repayments of debt	$ 11,400
Line of credit									$ 72,000		$ 72,000
Remainning credit value									200		200
Deferred debt charges									1,800		1,800		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%
Repayments of debt			$ 10,300
Principal amount		$ 40,500	10,000
Loss on extinguishments of debt			$ 800										2,500
Subordinated Term Loan [Member]
Line of Credit Facility [Line Items]
Maturity date								Dec. 12, 2022
Interest rate effective percentage								14%
Deferred debt charges									7,900		7,900		$ 10,300
Amortization of deferred debt charges									$ 1,300	700	$ 2,400	900
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%		16.80%
Amortization of deferred debt charges									$ 1,700	$ 400	$ 4,300	$ 400
Principal amount	43,400	$ 75,000
Loss on extinguishments of debt	8,500
Partial prepayment	45,600
Accrued exit fee	$ 2,200
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 Term Loan and the Subordinated Term Loan agreements include covenants, which reduce the available borrowing base collateral under the June 2023 Revolving Credit Facility initially by $19.0 million (the “Minimum Excess Availability Reserve”).

Accrued expenses (Details)

Accrued expenses (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Payables and Accruals [Abstract]
Accrued hauler expenses	$ 44,697	$ 63,367
Accrued compensation	7,029	4,221
FPA Settlement Liability (as defined in Note 11)		2,000
Accrued income taxes	1,881
Other accrued expenses	9,307	7,057
Total accrued expenses	62,914	76,645
Accrued expenses		$ 356

Accrued expenses (Details Narra

Accrued expenses (Details Narrative) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 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		$ 62,914	$ 76,645
Other long-term liabilities		2,640	3,395
Accrued Management Rollover Obligation [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Accrued expenses		1,900	2,200
Other long-term liabilities		$ 2,600	$ 3,400

Goodwill and other intangible_2

Goodwill and other intangibles (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2024 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill at beginning	$ 32,132
Balance allocated to SaaS business	(11,440)
Goodwill at beginning	$ 20,692

Goodwill and other intangible_3

Goodwill and other intangibles (Details 1) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	$ 24,286	$ 24,286
Accumulated amortization	(18,455)	(17,175)
Net carrying amount	5,831	7,111
Discontinued Operations [Member]
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount		1,981
Accumulated amortization		(1,431)
Net carrying amount		550
Domain Name [Member]
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	835	835
Accumulated amortization
Net carrying amount	835	835
Finite-Lived Intangible Assets [Member]
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	23,451	23,451
Accumulated amortization	(18,455)	(17,175)
Net carrying amount	$ 4,996	$ 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	(15,980)	(14,700)
Net carrying amount	$ 4,996	$ 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
Gross carrying amount		$ 1,981
Accumulated amortization		(1,431)
Net carrying amount		$ 550

Goodwill and other intangible_4

Goodwill and other intangibles (Details 2) $ in Thousands	Jun. 30, 2024 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2024	$ (1,280)
2025	(2,559)
2026	(1,157)
Total future amortization of intangible assets	$ (4,996)

Goodwill and other intangible_5

Goodwill and other intangibles (Details Narrative) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	May 07, 2024	Dec. 31, 2023
Accumulated amortization	$ (18,455)		$ (18,455)			$ (17,175)
Goodwill	20,692		20,692			19,872
Noncurrent Assets Of Discontinued Operations [Member]
Intangible assets					$ 2,000	2,000
Accumulated amortization					1,700	1,400
Goodwill					$ 11,400	$ 11,400
Continuing Operations [Member]
Amortization of intangible assets	$ 800	$ 800	$ 1,600	$ 1,600

Stockholders' deficit (Details)

Stockholders' deficit (Details) - shares	Jun. 30, 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	69,690,639	44,068,972
Total shares outstanding	69,690,639	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	68,914,542	39,643,584
Common stock, shares outstanding	68,914,542	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	68,914,542	39,643,584
Common stock, shares outstanding	68,914,542	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	776,097	4,425,388
Common stock, shares outstanding	776,097	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	776,097	4,425,388
Common stock, shares outstanding	776,097	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 (Details

Stockholders’ deficit (Details Narrative) - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Equity [Abstract]
Number of common stock exchanged	298,802	0	3,649,291	80,060,825

Warrants (Details Narrative)

Warrants (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands			3 Months Ended	6 Months Ended	12 Months Ended
	Jun. 07, 2023	Aug. 15, 2022	Jun. 30, 2024	Jun. 30, 2024	Dec. 31, 2023	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
Accrued expense			$ 62,914	$ 62,914	$ 76,645
Warrant exercise price			$ 0.08	$ 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			700	700
Warrants converted into common stock, amount			$ 1,800	$ 2,900	$ 3,700
Warrants converted into common stock, shares			4,606,712	6,043,438	1,355,045
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
Subordinated Term Loan Warrants [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Accrued expense			$ 1,900	$ 1,900
Change of fair value at remeasurement				$ 300
YA Warrant [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrant liabilities					$ 18,600
Warrant purchase price							$ 6,000
Warrant is exercisable amount							$ 20,000
Warrant exercise price							$ 0.0008
Common stock issued			2,987,639	7,092,436
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	$ 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				500	$ 7,900
Change in fair value of warrants			$ 1,700	$ 7,400

Forward Purchase Agreement (Det

Forward Purchase Agreement (Details Narrative)	6 Months Ended
	Jun. 30, 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.

Redeemable Convertible Prefer_2

Redeemable Convertible Preferred Class A Stock (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended	6 Months Ended
	May 07, 2024	Jun. 30, 2024	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Redeemable Convertible Preferred Class Stock
Preferred stock, par value		$ 0.0001	$ 0.0001		$ 0.0001
Dividend		$ 200	$ 200
Liquidation preference		$ 20,200,000	$ 20,200,000
Issuance costs	$ 15,700		$ 417	$ 31

Cantor Sales Agreement (Details

Cantor Sales Agreement (Details Narrative) - USD ($) $ in Thousands		6 Months Ended
	Sep. 05, 2023	Jun. 30, 2024	Jun. 30, 2023
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Proceeds from common stock			$ 24,767
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)	6 Months Ended
	Jun. 30, 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	(203,932)
Weighted average grant date fair value, vested | $ / shares	$ 9.66
Options forfeited/redeemed	(9,147)
Weighted average grant date fair value, forfeited/redeemed | $ / shares	$ 15.84
Options outstanding, ending balance	305,546
Weighted average grant date fair value, ending | $ / shares	$ 10.09

Equity-based compensation (De_2

Equity-based compensation (Details Narrative) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Aug. 15, 2022
Class of Stock [Line Items]
Equity compensation costs	$ 500	$ 1,100	$ 1,800	$ 11,100
Exchange of vested RSUs	206,906		206,906
Exchange of vested DSUs	17,331		17,331
Unrecognized compensation	$ 3,100		$ 3,100
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		690,000,000
Common stock, shares issued	68,914,542		68,914,542		39,643,584
Common stock, shares outstanding	68,914,542		68,914,542		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

Earnings (Loss) per share (Deta

Earnings (Loss) per share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended				6 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023		Jun. 30, 2024	Jun. 30, 2023
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Net loss from continuing operations	$ 27,338	$ (17,979)	$ (22,817)		$ 9,361	$ (32,268)
Net loss continuing operations attributable to noncontrolling interests	(479)		(9,508)		(1,915)	(15,742)
Net loss: attributable to continuing operations of Rubicon Technologies, Inc.	(29,520)		(13,076)		(45,392)	(16,160)
Net loss from discontinued operations	57,337		(233)		56,668	(366)
Net loss discontinued operations attributable to noncontrolling interests	$ 960		$ (107)		$ 914	$ (195)
Weighted average shares of Class A Common Stock outstanding - Basic	58,854,594		13,276,407		52,461,596	10,367,920
Weighted average shares of Class A Common Stock outstanding - Diluted	58,854,594		13,276,407		52,461,596	10,367,920
Net loss from continuing operations per Class A Common share - basic	$ (0.32)		$ (0.98)		$ (0.65)	$ (1.56)
Net loss from continuing operations per Class A Common share - diluted	(0.32)		(0.98)		(0.65)	(1.56)
Net income (loss) from discontinued operations per Class A Common share - basic	0.61		(0.01)		0.80	(0.02)
Net income (loss) from discontinued operations per Class A Common share - diluted	0.61		(0.01)		0.80	(0.02)
Net income (loss) per Class A Common share - basic	0.29	$ (0.34)	(0.99)		0.15	(1.58)
Net income (loss) per Class A Common share - diluted	$ 0.29	$ (0.34)	$ (0.99)		$ 0.15	$ (1.58)
Common Class A [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Net loss from continuing operations	$ (29,999)		$ (22,584)		$ (47,307)	$ (31,902)
Net loss continuing operations attributable to noncontrolling interests	479		(9,508)		1,915	(15,742)
Allocation of undistributed net earnings to participating securities	10,872				11,186
Net loss: attributable to continuing operations of Rubicon Technologies, Inc.	(18,648)		(13,076)		(34,206)	(16,160)
Net loss from discontinued operations	57,337		(233)		56,668	(366)
Net loss discontinued operations attributable to noncontrolling interests	(960)		(107)		(915)	(195)
Allocation of undistributed net earnings to participating securities	(20,762)				(13,739)
Net loss: attributable to discontinued operations of Rubicon Technologies, Inc.	$ 35,615		$ (126)		$ 42,014	$ (171)
Weighted average shares of Class A Common Stock outstanding - Basic	58,854,594		13,276,407,000	[1]	52,461,596	10,367,920,000	[1]
Weighted average shares of Class A Common Stock outstanding - Diluted	58,854,594		13,276,407,000	[1]	52,461,596	10,367,920,000	[1]
Net loss from continuing operations per Class A Common share - basic	$ (0.32)		$ (0.98)	[1]	$ (0.65)	$ (1.56)	[1]
Net loss from continuing operations per Class A Common share - diluted	(0.32)		(0.98)	[1]	(0.65)	(1.56)	[1]
Net income (loss) from discontinued operations per Class A Common share - basic	0.61		(0.01)	[1]	0.80	(0.02)	[1]
Net income (loss) from discontinued operations per Class A Common share - diluted	0.61		$ (0.01)	[1]	0.80	$ (0.02)	[1]
Net income (loss) per Class A Common share - basic	0.29				0.15
Net income (loss) per Class A Common share - diluted	$ 0.29				$ 0.15
[1]The Company effected a reverse stock split of its outstanding shares of voting common stock at a ratio of one-for-eight (1:8) on September 29, 2023. Pursuant to the reverse stock split, every eight shares of the Company’s issued and outstanding shares of common stock were automatically combined into one issued and outstanding share of common stock, without any change in the number of authorized shares or the par value per share of the common stock. Therefore, the weighted average share of Class A Common Stock outstanding – basic and diluted, and loss per share attributable for Class A Common Stock for continuing operations and discontinued operations have been retroactively adjusted.

Fair value measurements (Detail

Fair value measurements (Details) - USD ($) $ in Thousands	3 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Dec. 31, 2023
YA Warrants Liabilities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Beginning balance	$ (10,598)
Reclassified from level 2		(18,601)
Additions
Exercise of warrants	752	4,167
Changes in fair value	1,519	3,836
Reclassified to level 2
Derecognition of derivative
Ending balance	(8,327)	(10,598)
Additional Subordinated Term Loan Warrants Derivative [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Beginning balance	(9,762)	(11,045)
Reclassified from level 2
Additions
Exercise of warrants
Changes in fair value	(388)	(367)
Reclassified to level 2	1,875	1,650
Derecognition of derivative
Ending balance	(8,275)	(9,762)
Subordinated Term Loan Warrants Makewhole Derivative [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Beginning balance	(2,151)	(2,013)
Reclassified from level 2
Additions
Exercise of warrants
Changes in fair value	(333)	(138)
Reclassified to level 2
Derecognition of derivative	1,934
Ending balance	(550)	$ (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	(1,179)		(26,493)
Additional Subordinated Term Loan Warrants Derivative
Subordinated Term Loan Warrants Make-Whole Derivative
Total	(1,179)		(26,493)
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	(8,327)
Additional Subordinated Term Loan Warrants Derivative	(8,275)		(11,045)
Subordinated Term Loan Warrants Make-Whole Derivative	(550)		(2,013)
Total	$ (17,152)		$ (13,058)

Fair value measurements (Deta_2

Fair value measurements (Details 1) - Subordinated Term Loan Warrants Makewhole Derivative [Member] - $ / shares	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Price of Class A Common Stock	$ 0.12	$ 1.85
Strike Price of Class A Common Stock	$ 18.96	$ 18.96
Risk-free interest rate	4.50%	3.90%
Expected volatility	95%	85%
Expiration Date	December 12, 2027	December 12, 2027

Fair value measurements (Deta_3

Fair value measurements (Details Narrative) $ / shares in Units, $ in Thousands	6 Months Ended
	Jun. 30, 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 (

Commitments and contingencies (Details Narrative) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2024 USD ($)	Jun. 30, 2024 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Payment to employees	$ 600	$ 2,200
Due in the next 12 months	1,900	1,900
Thereafter	$ 2,600	$ 2,600

Related party transactions (Det

Related party transactions (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Related Party Transactions [Abstract]
Reimbursable payroll expenses paid on behalf of affiliates	$ 1,150
TSA service fees	1,195
Cash collection from accounts receivable on behalf of affiliates	(1,069)
Total	$ 1,276

Related party transactions (D_2

Related party transactions (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands		1 Months Ended		6 Months Ended
	May 07, 2024	Jun. 30, 2024	Sep. 15, 2023	Mar. 31, 2024	Sep. 22, 2023
Related Party Transaction [Line Items]
Due in the next 12 months		$ 11,300
Subscription fee		7,500
Series A Convertible Perpetual Preferred Stock [Member]
Related Party Transaction [Line Items]
Number of stock sold	20,000
Aggregate purchase price	$ 20,000
SaaS Business [Member]
Related Party Transaction [Line Items]
Due from related party		$ 1,300
Share price	$ 0.0001
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				$ 7,500
Shares issued		10,669,485

Concentrations (Details Narrati

Concentrations (Details Narrative) - Customer Concentration Risk [Member]	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Revenue Benchmark [Member] | Two Customer [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage	40%		38%
Revenue Benchmark [Member] | One Customer [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage		21%		18%
Accounts Receivable [Member] | Two Customers [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage			41%
Accounts Receivable [Member] | Three Customers [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage					58%