Total revenue decreased by $13.7 million, or 7.4%, for the ~~Company consummated~~three months ended September 30, 2023, compared to the ~~Initial Public Offering~~three months ended September 30, 2022.

Service revenue decreased by $3.7 million, or 2.3%, primarily due to the loss of ~~31,625,000 units (the “Units”~~revenue from canceled customer contracts in the amount of $23.3 million, which was partially offset by increased services and volume with existing customers in the amount of $10.1 million, higher prices charged to existing customers in the amount of $6.4 million, and additional revenue from new customers of $3.1 million.

Revenue from sales of recyclable commodities decreased by $10.1 million, or 45.3%, primarily due to a $4.8 million decrease driven by lower sales prices of recyclable commodities, especially in OCC, whose price per unit decreased by 32.3%, a $4.0 million decrease related to canceled customers, and a decrease in volume of $1.2 million for the remaining customers.

Total cost of revenue decreased by $20.4 million, or 11.5%, for the three months ended September 30, 2023, compared to the three months ended September 30, 2022.

Cost of service revenue decreased by $10.5 million, or 6.7%, primarily due to a $22.2 million decrease in hauling-related costs, as we did not incur costs associated with canceled customer contracts, and a $1.3 million decrease in the customer operations costs driven by lower workforce costs. The decrease in cost of service revenue was partially offset by higher volumes from new and existing customers which increased by $2.1 million and $5.6 million, respectively, and an increase of $5.3 million driven by higher vendor prices.

Cost of recyclable commodity revenue decreased by $10.0 million, or 49.2%, primarily due to a $4.8 million decrease in the cost of recyclable commodities sold, mainly driven by decrease in the price of OCC, a decrease in volume of $3.7 million related to canceled customers, and a decrease in volume of $1.1 million for the remaining customers.

Sales and marketing expenses for the three months ended September 30, 2023 decreased $1.9 million, or 40.0% compared to the three months ended September 30, 2022. The decrease was primarily attributable to a decrease in demand generation activities by $0.9 million, lower costs for sales and marketing workforce by $0.6 million, and a decrease in consulting and professional service costs by $0.4 million.

Product development expenses decreased by $1.5 million, or 15.2%, for the three months ended September 30, 2023, compared to the three months ended September 30, 2022. The decrease was primarily attributable to lower payroll related costs of $1.3 million and lower product development support costs of $1.0 million, offset by an increase in consulting and professional service costs by $0.9 million.

We expect the product development cost to be consistent as a percentage of total revenues over the next 12 months. A significant component of the product development is expected to be a software services subscription cost with a certain PIPE Investor, which provides advanced data analytics capabilities to enhance the data security, visibility, models, and algorithms of our digital platform. See “—Contractual Obligations” below for further information regarding the software services subscription.

General and administrative expenses decreased by $172.8 million, or 92.6%, for the three months ended September 30, 2023, compared to the three months ended September 30, 2022. The decrease was primarily attributable to a lower payroll and compensation related costs by $171.2 million mainly due to the incentives and bonuses, including stock based compensation, incurred in connection with the Mergers during the three months ended September 30, 2022 but did not repeat in 2023, as well as a decrease in other salaries and wages and a decrease in consulting and professional service costs by $1.4 million.

Amortization and depreciation expenses for the three months ended September 30, 2023 were relatively unchanged compared to the three months ended September 30, 2022.

Other expense increased by $2.2 million, or 14.1%, for the three months ended September 30, 2023, compared to the three months ended September 30, 2022. The increase was primarily attributable to a $67.0 million decrease in gain on change in fair value of earnout liabilities, an increase of a $9.3 million in loss on extinguishment of debt obligations as a result of conversions of debt obligations to Class A Common Stock and an amendment of debt entered into in September 2023 which was deemed an extinguishment during the three months ended September 30, 2023 (see Note 5 – Debt, to the condensed consolidated financial statements included elsewhere in this report), and a $5.1 million increase in interest expense, including related party interest expense, due to higher borrowings under the revolving line of credit, term loan facilities and convertible notes as well as higher interest rates under revolving credit facility and term loan facilities, partially offset by a $75.7 million decrease in loss on change in fair value of derivatives and a $3.3 million increase in gain on change in fair value of warrant liabilities.

Income tax expense for the three months ended September 30, 2023 were relatively unchanged compared to the three months ended September 30, 2022.

Total revenue increased by $17.5 million, or 3.4%, for the nine months ended September 30, 2023, compared to the nine months ended September 30, 2022.

Service revenue increased by $48.4 million, or 11.0%, primarily due to an increase in volumes of $47.8million mainly driven by expanded services with existing customers, higher prices charged to existing customers in the amount of $16.0 million, a $6.4 million increase from new customers and a one-time $1.1 million customer credit in 2022 which did not repeat in 2023, partially offset by a decrease of $22.9 million due to canceled customers.

Revenue from sales of recyclable commodities decreased by $30.8 million, or 43.1%, primarily due to a $28.6 million decrease driven by lower sales prices of recyclable commodities, especially in OCC, whose price per unit decreased by 73.1%, and a $4.0 million decrease attributable to customer cancellations. The decrease was partially offset by an increase in pallet sales by $1.8 million, out of which $1.6 million is attributable to an increase in volume and $0.2 million is due to higher price.

Total cost of revenue increased by $1.4 million, or 0.3%, for the nine months ended September 30, 2023, compared to the nine months ended September 30, 2022.

Cost of service revenue increased by $31.8 million, or 7.5%, primarily due to increased hauling volume by $36.1 million mainly driven by service expansion with existing customers, an increase in hauling-related cost to service existing customers by $15.0 million driven by higher vendor prices, and a $4.1 million increase related to new customers, partially offset by a $20.5 million decrease related to canceled customers and a $2.9 million decrease in the customer operations costs driven by lower workforce costs.

Cost of recyclable commodity revenue decreased by $30.4 million, or 46.2%, primarily due to a $28.4 million decrease driven by lower prices of recyclable commodities, especially in OCC. Lower commodity volumes primarily related to canceled customers decreased the cost of recyclable commodity revenue by an additional $4.0 million. The decrease was partially offset by an increase in cost of pallet sales by $1.6 million, out of which $1.5 million was attributable to an increase in volume and $0.1 million is due to higher price.

Sales and marketing expenses for the nine months ended September 30, 2023 decreased by $4.4 million, or 33.1% compared to the nine months ended September 30, 2022. The decrease was primarily attributable to lower costs for sales and marketing activities, such as advertising and events, by $1.9 million, payroll and compensation for sales and marketing employees by $1.7 million, and consulting and outside services by $0.7 million.

Product development expenses decreased by $4.7 million, or 16.6%, for the nine months ended September 30, 2023, compared to the nine months ended September 30, 2022. The decrease was primarily attributable to lower payroll and workforce related costs by $2.6 million and lower product development support costs by $2.2 million, which were offset by higher consulting and professional service costs by $0.4 million.

General and administrative expenses decreased by $166.6 million, or 78.4%, for the nine months ended September 30, 2023, compared to the nine months ended September 30, 2022. The decrease was primarily attributable to lower payroll and compensation cost by $176.5 million which was mainly driven by bonuses and incentives, including stock based compensation, incurred in connection the Mergers during the third quarter of 2022 but did not repeat in 2023, as well as salaries and wages. Additionally, professional service fees decreased by $1.8 million during the nine months ended September 30, 2023, compared to the nine months ended September 30, 2022.

The decreases in general and administrative expenses were partially offset by an increase in severance pay of $6.1 million, an increase in bad debt expense of $4.5 million, and an increase in insurance expenses of $1.6 million. During the nine months ended September 30, 2022, we collected cash for approximately $3.0 million for which reserves had previously been established thereby resulting in a gain during the period.

The $18.6 million gain on settlement of incentive compensation for the nine months ended September 30, 2023 was entirely attributable to replacing the $26.8 million of the accrued management rollover consideration with RSU awards which were valued at $8.2 million at the time of the settlement.

Amortization and depreciation expenses for the nine months ended September 30, 2023 were relatively unchanged compared to the nine months ended September 30, 2022.

Other expense increased by $9.6 million or 37.8% for the nine months ended September 30, 2023, compared to the nine months ended September 30, 2022. The increase was primarily attributable to the $5.4 million gain on the change in fair value of earn-out liabilities during the nine months ended September 30, 2023, a decrease of $61.7 million, as compared to the $67.1 million gain during the nine months ended September 30, 2022. Additionally, other expense for the nine months ended September 30, 2023 includes an $18.2 million loss on extinguishment of debt obligations as a result of conversions of debt obligations to Class A Common Stock and an amendment entered into which was deemed a debt extinguishment during the period and prepayments of the Revolving Credit Facility in June 2023 and Term Loan in February and June 2023 (see Note 5 – Debt, to the condensed consolidated financial statements included elsewhere in this report), a $13.9 million increase in interest expense, including related party interest expense, due to higher borrowings under the revolving line of credit, term loan facilities and convertible notes as well as higher interest rates under revolving credit facility and term loan facilities, partially offset by a $73.1 million decrease in loss on change in fair value of derivatives, a $7.0 million gain on service fee settlements in connection with the Mergers, a $3.3 million increase in gain on change in fair value of warrant liabilities and a decreased loss of $0.8 million related to the excess fair value over the consideration received for the SAFE incurred during the nine months end September 30, 2022 but did not repeat in 2023.

Income tax expense for the nine months ended September 30, 2023 were relatively unchanged compared to the nine months ended September 30, 2022.

In addition to the measures presented in our unaudited interim condensed consolidated financial statements, we use the following key business and non-GAAP metrics to help us evaluate our business, identify trends affecting our business, formulate business plans, and make strategic decisions.

We believe our ability to retain customers is an indicator of the stability of our revenue base and the long-term value of our customer relationships. We calculate revenue net retention as a year-over-year comparison that measures the percentage of revenue recognized in the current quarter from customers retained from the corresponding quarter in the prior year. We believe that our revenue net retention rate is an important metric to measure overall client satisfaction and the general quality of our service offerings as it is a composition of revenue expansion or contraction within our customer accounts.

Our revenue net retention rate was 91.1% and 118.3% as of September 30, 2023 and 2022, respectively.

Adjusted gross profit is a non-GAAP financial measure which is calculated by adding back amortization and depreciation for revenue generating activities and platform support costs to GAAP gross profit, the most comparable GAAP measurement. Adjusted gross profit margin is calculated as adjusted gross profit divided by total GAAP revenue.

We believe adjusted gross profit and adjusted gross profit margin are important measures and useful to investors because they show the progress in scaling our digital platform by quantifying the markup and margin we charge our customers that are incremental to our marketplace vendor costs. These measures demonstrate this progress because changes in these measures are driven primarily by our ability to optimize services for our customers, improve our hauling and recycling partners’ efficiency and achieve economies of scale on both sides of the marketplace. Our management team uses these non-GAAP measures as one of the means to evaluate the profitability of our customer accounts, exclusive of certain costs that are generally fixed in nature, and to assess how successful we are in achieving our pricing strategies. However, it is important to note that other companies, including companies in our industry, may calculate and use these measures differently or not at all, which may reduce their usefulness as a comparative measure. Further, these measures should not be read in isolation from or without reference to our results prepared in accordance with GAAP.

The following table shows the calculation of GAAP gross profit and a reconciliation of (i) GAAP gross profit to non-GAAP adjusted gross profit and GAAP gross profit margin to non-GAAP adjusted gross profit margin, (ii) amortization and depreciation for revenue generating activities to total amortization and depreciation and (iii) platform support costs to total cost of revenue (exclusive of amortization and depreciation) for each of the periods presented:

Adjusted EBITDA is a non-GAAP financial measure and GAAP net loss is its most comparable GAAP measurement. We define adjusted EBITDA as GAAP net loss adjusted to exclude interest expense and income, income tax expense and benefit, amortization and depreciation, gain or loss on extinguishment of debt obligations, equity-based compensation, phantom unit expense, gain or loss on change in fair value of warrant liabilities, gain or loss on change in fair value of earn-out liabilities, gain or loss on change in fair value of derivatives, executive severance charges, gain or loss on settlement of the management rollover bonuses, gain or loss on service fee settlements in connection with the Mergers, other non-operating income and expenses, and unique non-recurring income and expenses.

We have included adjusted EBITDA because it is a key measure used by our management team to evaluate our operating performance, generate future operating plans, and make strategic decisions, including those relating to operating expenses. Further, we believe it is helpful in highlighting trends in our operating results because it allows for more consistent comparisons of financial performance between periods by excluding gains and losses that are non-operational in nature or outside the control of management, as well as items that may differ significantly depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which we operate and capital investments. It is also often used by analysts, investors and other interested parties in evaluating and comparing our results to other companies within our industry. Accordingly, we believe that adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management team and board of directors.

Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of net loss or our other results as reported under GAAP. Some of these limitations are:

The following table presents a reconciliation of net loss, the most directly comparable financial measure calculated in accordance with GAAP, to adjusted EBITDA for each of the periods presented:

Liquidity describes the ability of a company to generate sufficient cash flows in the short- and long-term to meet the cash requirements of its business operations, including working capital needs, debt service, acquisitions and investments, and other commitments and contractual obligations. We consider liquidity in terms of cash flows from operations and other sources, and their sufficiency to fund our operating and investing activities.

Our principal sources of liquidity have been borrowings under our credit facilities, proceeds from the issuance of equity and warrant exercises and cash generated by operating activities. Our primary cash needs are for day-to-day operations, to fund working capital requirements, to fund our growth strategy, and to service our debt obligations.

Our principal uses of cash in recent periods have been funding operations and servicing debts. Our long-term future capital requirements will depend on many factors, including revenue growth rate, achieving higher profitability on our revenue contracts, the timing and the amount of cash received from customers, the expansion of sales and marketing activities, the timing and extent of spending to support investments, including research and development efforts and the continuing market adoption of our products.

During the three and nine months ended September 30, 2023, and in each fiscal year since the Company’s inception, we have incurred losses from operations and generated negative cash flows from operating activities. We also have negative working capital and stockholders’ deficit as of September 30, 2023. However, all warrant liabilities and derivative liabilities under current liabilities may be settled in Class A Common Stock.

To address liquidity needs, we entered into the June 2023 Revolving Credit Facility, the June 2023 Term Loan, the May 2023 Equity Agreements and the Cantor Sales Agreement during the nine months ended September 30, 2023. Additionally, we have amended the Subordinated Term Loan, Insider Convertible Debentures, Third Party Convertible Debentures and NZ Superfund Convertible Debenture to extend their maturity dates and converted the Rodina Note to Class A Common Stock. Furthermore, the YA Convertible Debentures were assigned to certain existing investors of ours and the assignees converted the remaining principal and accrued interest to Class A Common Stock in August 2023. We have also been working to execute our plan to modify our operations to further reduce spending and improve cash flow.

We believe the proceeds from the financing arrangements executed during the nine months ended September 30, 2023, along with the cost reduction initiatives, cash on hand and other cash flows from operations are expected to provide sufficient liquidity to meet our known liquidity needs for the next 12 months. However, there can be no assurance that we will be successful in executing the cost reduction initiatives and may need to raise additional capital in future periods.

See “—Contractual Obligations” below for a discussion of other obligations with respect to which we will be required to make significant future payments or under which we have significant financial contractual obligations.

The following table summarizes our cash flows for the ~~Class A ordinary shares included~~periods indicated:

Net cash used in operating activities decreased by $46.3 million to $66.6 million for the Units sold, the “Public Shares”), including 4,125,000 Units that were issued pursuant to the underwrites' exercise of their over-allotment option in full, at $10.15 per Unit, generating gross proceeds of $320,993,750. Simultaneously with the closing of the Initial Public Offering, we completed the private sale 14,204,375 warrants to the Sponsor and Jefferies, LLC at a purchase price of $1.00 per warrant (the “Private Placement Warrants”), generating gross proceeds of $14,204,375. A total of $320,993,750 from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”).

~~For the period from April 26, 2021 (inception) through~~nine months ended September 30, ~~2021, net~~2023, compared to $112.9 million for the nine months ended September 30, 2022. The decrease in cash used in operating activities was ~~$0,~~driven by:

Net cash used in investing activities decreased by $69.1 million to $0.8 million for the nine months ended September 30, 2023 compared to $69.9 million for the nine months ended September 30, 2022. The decrease in cash used in investing activities was driven by $68.7 million of payments made under the Forward Purchase Agreement during the nine months ended September 30, 2022, that did not repeat in 2023. Cash used for property and equipment purchases also decreased by $0.4 million.

Net cash provided by financing activities was $70.7 million for the nine months ended September 30, 2023 and $176.7 million for the nine months ended September 30, 2022. Net cash provided by financing activities for the nine months ended September 30, 2023 resulted primarily from proceeds of $86.2 million from new third party debt, $24.8 million from the issuance of common stock, $14.5 million from related party debt and $13.6 million net draws on the line of credit, offset in part by $53.5 million repayments of debt, $13.9 million of financing costs paid, and $1.1 million cash outflow for RSUs withheld to pay taxes. Net cash provided by financing activities for the nine months ended September 30, 2022 resulted primarily from net proceeds from the Mergers of $175.0 million and proceeds of $8.0 million from the SAFE, offset in part by $4.5 million repayments of long-term debt and $2.0 million payments of financing costs.

In connection with the consummation of the Mergers, Rubicon entered into the Tax Receivable Agreement with the TRA Holders, whereby Rubicon is obligated to pay to the TRA Holders 85% of certain of Rubicon’s realized (or in certain cases, deemed realized) tax savings as a result of certain tax benefits related to the transactions contemplated by the Merger Agreement and future exchanges of Class B Units for Class A Common Stock or cash. Rubicon will benefit from the remaining 15% of such tax savings.

The actual future payments to the TRA Holders will vary, and estimating the amount of payments that may be made under the Tax Receivable Agreement is by its nature imprecise, insofar as the calculation of amounts payable depends on a variety of factors and future events. The actual future payments under the Tax Receivable Agreement are dependent on a number of factors, including the price of Class A Common Stock at the time of the exchange; the timing of future exchanges; the extent to which exchanges are taxable; the amount and timing of the utilization of tax attributes; the amount, timing and character of our income; the U.S. federal, state and local tax rates then applicable; the depreciation and amortization periods that apply to the increases in tax basis; the timing and amount of any earlier payments that we may have made under the TRA; and the portion of our payments under the TRA that constitutes imputed interest or gives rise to depreciable or amortizable tax basis.

A significant portion of any potential future payments under the Tax Receivable Agreement is anticipated to be payable over 15 years, consistent with the period over which the associated tax deductions would be realized by Rubicon, assuming Holdings LLC generates sufficient income to utilize the deductions. If sufficient income is not generated by Holdings LLC, the associated taxable income of Rubicon will be affected and the associated tax benefits to be realized will be limited, thereby similarly reducing the associated Tax Receivable Agreement payments to be made. We may however still need to seek additional sources of financing depending on the given circumstances at the time any payments will be made.

While many of the factors that will determine the amount of payments that Rubicon will make under the Tax Receivable Agreement are outside of its control, Rubicon expects that the payments it will make under the Tax Receivable Agreement will be substantial. Rubicon generally expects to fund such distributions out of available cash of Holdings LLC, and as a result, such payments will reduce the cash provided by the tax savings generated from the relevant transactions that would otherwise have been available to Rubicon and Holdings LLC for other uses, including repayment of debt, funding day-to-day operations, reinvestment in the business or returning capital to holders of Class A Common Stock in the form of dividends or otherwise.

Rubicon may incur significant costs in addition to the due course obligations arising under the Tax Receivable Agreement described above. In particular, in the event that (a) Rubicon undergoes certain change of control events (e.g., certain mergers, dispositions and other similar transactions), (b) there is a material uncured breach under the Tax Receivable Agreement, or (c) Rubicon elects to terminate the Tax Receivable Agreement early, in each case, Rubicon’s obligations under the Tax Receivable Agreement would accelerate and become payable in a lump sum amount equal to the present value of the anticipated future tax savings calculated based on certain assumptions, as set forth in the Tax Receivable Agreement. In addition, the interest on the payments made pursuant to the Tax Receivable Agreement may significantly exceed Rubicon’s other costs of capital. In certain situations, including upon the occurrence of the events described above, Rubicon could be required to make payments under the Tax Receivable Agreement that exceed its actual cash savings, requiring it to seek funding from other sources, including incurring additional debt. Thus, Rubicon’s obligations under the Tax Receivable Agreement could have a substantial negative effect on its financial condition and liquidity.

Despite these potential costs, we do not believe that that the Tax Receivable Agreement will be a material detriment to Rubicon’s and Holdings LLC’s future results of operations and liquidity, as any payments required under the Tax Receivable Agreement will arise directly from realized (or in certain cases, deemed realized) tax savings of Rubicon as a result of certain tax benefits related to the Mergers and future exchanges of Class B Units for Class A Common Stock or cash and are expected to be made in lieu of income taxes otherwise payable by Rubicon. Additionally, Rubicon will receive the benefit of 15% of any such tax savings.

On December 14, 2018, we entered into a Revolving Credit Facility, which was ~~due~~subsequently amended, and which provided for borrowings of up to ~~non-cash adjustments to change~~$75.0 million with a maturity date of the earlier of (a) December 14, 2025, (b) the maturity of the Term Loan and (c) the maturity of the Subordinated Term Loan. On June 7, 2023, we fully prepaid the borrowing under the Revolving Credit Facility in ~~accrued offering costs~~the amount of ~~$8,529 added back~~$48.6 million and terminated the facility, resulting in $2.6 million of a loss on extinguishment of debt obligations.

On March 29, 2019, we entered into a Term Loan agreement, which was subsequently amended, and which provided for $60.0 million of term loan with a maturity date of May 23, 2024. On June 7, 2023, we fully prepaid the borrowing under the Term Loan in the amount of $40.5 million and terminated the facility, resulting in $2.5 million of a loss on extinguishment of debt obligations.

On December 22, 2021, we entered into a Subordinated Term Loan agreement which provides for $20.0 million of term loan with a maturity date of May 23, 2024. The Subordinated Term Loan bore interest at 14% until the agreement was amended on June 7, 2023. On June 7, 2023, we entered into an amendment to the Subordinated Term Loan agreement, which modified (a) its maturity date to the earlier of (i) the scheduled maturity date (June 7, 2025, which we have 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 15.0%, of which 11.0% is paid in cash and 4.0% is paid in kind by capitalizing such interest accrued to the principal each month in arrears. Concurrently, we entered into an amendment to the Subordinated Term Loan Warrants agreement, 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 million and such amount to increase by $25,000 each additional full calendar month thereafter until we repay the Subordinated Term Loan in full.

On November 30, 2022, as part of the YA SPA, we issued the First YA Convertible Debenture in the principal amount of $7.0 million for a purchase price of $7.0 million, net ~~loss.~~proceed of $5.0 million after deduction of commitment fee. The First YA Convertible Debenture had a maturity date of May 30, 2024 and bore interest at the rate of 4.0% per annum. The interest was due and payable upon maturity. At any time, so long as the First YA Convertible Debenture was outstanding, the Yorkville Investor had an option to convert all or part of the principal and accrued and unpaid interest of the First YA Convertible Debenture into shares of Class A Common Stock. Outside of an event of default under the First YA Convertible Debenture, the Yorkville Investor was not permitted to convert in any calendar month more than the greater of (a) 25.0% of the dollar trading volume of the shares of Class A Common Stock during such calendar month, or (b) $3.0 million. During the nine months ended September 30, 2023, the Yorkville Investor converted $4.2 million of the principal and $0.1 million of the accrued interest to Class A Common Stock. On August 8, 2023, the Yorkville Investor assigned the First YA Convertible Debenture to certain existing investors of ours affiliated with Andres Chico and Jose Miguel Enrich. Pursuant to the assignment agreement, the assignees assumed all of the Yorkville Investor’s duties, liabilities and obligations under the First YA Convertible Debentures and the Yorkville Investor was discharged of all of such duties, liabilities and obligations. Subsequently, the assignees and we entered into an amendment to the debenture which (a) extended the maturity date to December 1, 2026, (b) modified the fixed conversion price to $12.00 and (c) removed restrictions on the assignees’ ability to convert any portion of debenture or receive shares of Class A Common Stock if it would result in (i) the assignees beneficially owning in excess of 4.99% of the Company’s Class A Common Stock and (ii) the greater of (A) 25.0% of the dollar trading volume of the shares of Class A Common Stock during any calendar month or (B) $3.0 million in any calendar month. On August 25, 2023, the assignees converted the remaining principal and accrued interest to Class A Common Stock for a full and final settlement of the First YA Convertible Debenture.

On December 16, 2022, we entered into a security purchase agreement (the “First Closing Insider SPA”) with certain members of our management team and board of directors (the “First Closing Insider Investors”). Pursuant to the First Closing Insider SPA, on December 16, 2022, the First Closing Insider Investors purchased convertible debentures with a total principal amount of $11.9 million and the total net proceeds of $10.5 million (the “First Closing Insider Convertible Debentures”). The First Closing Insider Convertible Debentures had a maturity date of June 16, 2024, and accrue interest at a rate of 6.0% per annum. The interest is due and payable quarterly in arrears, and any portion of the aggregate interest accrued may, at our option, be paid in kind by capitalizing the amount of accrued interest to the principal on each applicable interest payment date. At any time, so long as the First Closing Insider Convertible Debentures are outstanding, each of the First Closing Insider Investors may covert all or part of the principal and accrued and unpaid interest of their First Closing Insider Convertible Debentures into shares of Class A Common Stock. During the nine months ended September 30, 2023, the First Closing Insider Investors did not convert any amount of the principal or accrued interest of the First Closing Insider Convertible Debentures. Concurrent with the issuance of the First Closing Insider Convertible Debentures, we entered into a lockup agreement with each of the First Closing Insider Investors, pursuant to which the First Closing Insider Investors agreed to not offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of, directly or indirectly, any shares of Class A Common Stock the holders may receive from their exercise of option to convert the First Closing Insider Convertible Debentures until the earlier of (i) June 16, 2024, and (ii) when the Yorkville Investor sells all shares of Class A Common Stock issued under the YA Convertible Debentures. The First Closing Insider SPA contained customary representations, warranties, and covenants for the sale and purchase of the First Closing Insider Convertible Debentures. On June 2, 2023 and July 11, 2023, we entered into an amendment to all of the First Closing Insider Convertible Debentures, extending their maturity date to December 1, 2026.

On February 1, 2023, we entered into security purchase agreements (the “Third Party SPA” and the “NZ Superfund SPA”, collectively the “Second Closing Insider SPA”) with various third-party investors (the “Third Party Insider Investors”) and the NZ Superfund (the Third Party Insider Investors and NZ Superfund collectively, “Second Closing Insider Investors”). Pursuant to the Second Closing Insider SPA, the Second Closing Insider Investors purchased the Third Party Convertible Debentures and NZ Superfund Convertible Debenture (collectively “Second Closing Insider Convertible Debentures”) in the aggregate principal amount of $6.5 million and purchase price of $5.7 million. The Second Closing Insider Convertible Debentures had a maturity date of August 1, 2024, and accrue interest at a rate of 6.0% per annum, except for NZ Superfund Debenture that accrued interest at 8.0% per annum. The interest is due and payable quarterly in arrears, and any portion of the aggregate interest accrued may, at our option, be paid in kind by capitalizing the amount of accrued interest to the principal on each applicable interest payment date. At any time, so long as the Second Closing Insider Convertible Debentures are outstanding, each of the Second Closing Insider Investors may covert all or part of the principal and accrued and unpaid interest of their Second Closing Insider Convertible Debentures into shares of Class A Common Stock. During the nine months ended September 30, 2023, the Second Closing Insider Investors did not convert any amount of the principal or accrued interest of the Second Closing Insider Convertible Debentures. Concurrent with the issuance of the Second Closing Insider Convertible Debentures, we entered into a lockup agreement with each of the Second Closing Insider Investors, pursuant to which the Second Closing Insider Investors agreed to not offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of, directly or indirectly, any shares of Class A Common Stock the holders may receive from their exercise of option to convert the Second Closing Insider Convertible Debentures until the earlier of (i) August 1, 2024, and (ii) when the Yorkville Investor sells all shares of Class A Common Stock issued under the YA Convertible Debentures. The Second Closing Insider SPA contained customary representations, warranties, and covenants for the sale and purchase of the Second Closing Insider Convertible Debentures. On June 2, 2023 and July 31, 2023, we entered into amendments to all of the Second Closing Insider Convertible Debentures, extending their maturity date to December 1, 2026 and modifying the interest rate the NZ Superfund Convertible Debenture bears to 14.0%.

On February 2, 2023, we issued the Rodina Note. The Rodina Note has a principal of $3.0 million, accrued interest at an annual rate of 16.0% and matures on July 1, 2024. Interest was to be paid in kind by quarterly capitalizing the accrued amount to the principal at the end of each calendar quarter and would be due at maturity with the principal. On May 19, 2023, we entered into a loan conversion agreement to convert the principal and accrued interest of the Rodina Note to Class A Common Stock. Pursuant to the conversion agreement, we agreed to issue Class A Common Stock to the lender of the Rodina Note for a full and final settlement of the Rodina Note. On June 20, 2023, we issued Class A Common Stock in accordance with the conversion agreement and settled the Rodina Note.

On February 3, 2023, as part of the YA SPA, we issued the Second YA Convertible Debenture in the principal amount of $10.0 million for a purchase price of $10.0 million. The Second YA Convertible Debenture had a maturity date of May 30, 2024 and bore interest at the rate of 4.0% per annum. The interest was due and payable upon maturity. At any time, so long as the Second YA Convertible Debenture was outstanding, the Yorkville Investor had an option to convert all or part of the principal and accrued and unpaid interest of the Second YA Convertible Debenture into shares of Class A Common Stock. Outside of an event of default under the Second YA Convertible Debenture, the Yorkville Investor was not permitted to convert in any calendar month more than the greater of (a) 25.0% of the dollar trading volume of the shares of Class A Common Stock during such calendar month, or (b) $3.0 million. During the nine months ended September 30, 2023, the Yorkville Investor converted $7.2 million of the principal and $0.2 million of the accrued interest of the Second YA Convertible Debenture to Class A Common Stock. On August 8, 2023, the Yorkville Investor assigned the Second YA Convertible Debenture to certain existing investors of ours affiliated with Andres Chico and Jose Miguel Enrich. Pursuant to the assignment agreement, the assignees assumed all of the Yorkville Investor’s duties, liabilities and obligations under the Second YA Convertible Debentures and the Yorkville Investor was discharged of all of such duties, liabilities and obligations. Subsequently, the assignees and we entered into an amendment to the debenture which (a) extended the maturity date to December 1, 2026, (b) modified the fixed conversion price to $12.00 and (c) removed restrictions on the assignees’ ability to convert any portion of debenture or receive shares of Class A Common Stock if it would result in (i) the assignees beneficially owning in excess of 4.99% of the Company’s Class A Common Stock and (ii) the greater of (A) 25.0% of the dollar trading volume of the shares of Class A Common Stock during any calendar month or (B) $3.0 million in any calendar month. On August 25, 2023, the assignees converted the remaining principal and accrued interest to Class A Common Stock for a full and final settlement of the Second YA Convertible Debenture.

On June 7, 2023, we entered into the June 2023 Revolving Credit Facility, which provides a line of credit up to $90.0 million, with a maturity date of the earlier of (i) June 7, 2026 or (ii) 90 days prior to the maturity date of the June 2023 Term Loan (the “Springing Maturity”). The June 2023 Revolving Credit Facility bears an interest rate of SOFR plus 4.25% (or 3.95% if the Company meets certain conditions defined in the agreement) (9.7% as of September 30, 2023). As of September 30, ~~2021,~~2023, we had ~~no cash~~$65.5 million of borrowings under the Revolving Credit Facility and $1.4 million remained available to draw. The borrowing capacity is calculated based on our borrowing base collateral, which is comprised of qualified billed and unbilled receivables and the September 2023 Rodina Letter of Credit. The fee on the average daily balance of unused loan commitments is 0.5%. Interest and fees are payable monthly in arrears on the first day of each month. On September 22, 2023, an entity affiliated with Andres Chico and Jose Miguel Enrich issued the September 2023 Rodina Letter of Credit in the amount of $15.0 million to the lender of the June 2023 Revolving Credit Facility on our ~~operating bank account. We intend~~behalf, which increased our 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. Additionally, we issued the Rodina Warrant, which granted the holder the right to ~~use~~purchase 498,119 shares of Class A Common Stock at the funds held outside the trust account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locationsexercise price of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination.

~~We do not believe we will need to raise additional funds following the Initial Public Offering in order to meet the expenditures required for operating our business~~$0.08 per share any time prior to ~~our initial business combination. However, if our estimates~~September 15, 2026.

On June 7, 2023, we entered into a $75.0 million June 2023 Term Loan agreement with a maturity date of the ~~costs~~earlier of ~~identifying a target business, undertaking in-depth due diligence~~(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 ~~negotiating an initial business combination are less than~~(ii) the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination. Moreover, we may need to obtain additional financing either to complete our business combination or because we become obligated to redeem a significant number of our public shares upon completion of our business combination, in which case we may issue additional securities or incur debt in connection with such business combination. In addition, we intend to target businesses larger than we could acquire with the net proceeds of our Initial Public Offering and the salematurity date of the ~~private placement warrants,~~June 2023 Revolving Credit Facility, unless the Springing Maturity applies. The June 2023 Term Loan bears an interest rate of the prime rate plus a margin of 8.75% or 8.25% if the Company meets certain conditions defined in the agreement. We had the option to pay the interest in kind each month in arrears by capitalizing such interest which accrues through August 31, 2023 as additional principal, and ~~may as a result be required~~in such instance, the margin applicable for the interest rate was 10.25%. We elected to ~~seek additional financing~~pay the interest accrued through August 31, 2023 in kind. We also have the option to ~~complete such proposed initial business combination. Subject~~pay in kind any excess interest over 13.5% after paying the first 13.5% in cash from September 1, 2023 through the maturity. We paid the first 13.5% of interest in cash and elected to ~~compliance with applicable securities laws, we would only complete such financing simultaneously with~~pay the completion of our business combination. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. In addition, following our business combination, if cash on hand is insufficient, we may need to obtain additional financingrest in ~~order to meet our obligations.~~

~~We did not have any off-balance sheet arrangements as~~kind through October 31, 2023. As of September 30, ~~2021.~~

~~The holders~~2023, the applicable interest rate of the ~~Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion~~June 2023 Term Loan was 16.8%. At the time of ~~Working Capital Loans (and~~ any repayment of the June 2023 Term Loan, we are required to pay a fee in the amount of 12% of the principal repaid. Beginning on October 7, 2023 until the June 2023 Term Loan is fully repaid, the lender has the option to elect to convert the outstanding principal into Class A ~~ordinary~~Common Stock. The aggregate number of shares ~~issuable upon~~delivered to the ~~exercise~~lender cannot result in the lender’s ownership exceeding (i) 19.99% of the ~~Private Placement Warrants) will have registration rights to require~~number shares of Class A Common Stock issued and outstanding or (ii) $10.0 million. Concurrently, we entered into the ~~Company to register a sale of any of its securities held by them pursuant to a registration rights agreement.~~June 2023 Term Loan Warrants agreements and issued common stock purchase warrants. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a business combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

~~The Company~~June 2023 Term Loan Warrants granted the ~~underwriters a 45-day option~~lender the right to purchase up to ~~4,125,000 additional Units to cover over-allotments~~2,121,605 shares of Class A Common Stock (the June 2023 Term Loan Warrants Shares) at the ~~Initial Public Offering~~exercise price ~~less~~of $0.08 any time before June 7, 2033. If at any time on or before December 7, 2024, we issue additional shares of common stock (excluding any shares of common stock or securities convertible into or exchangeable for shares of common stock under our equity incentive plans existing as of the ~~underwriting discounts and commissions. The underwriters exercised~~issue date), the ~~over-allotment option~~number of the June 2023 Term Loan Warrants Shares issuable upon exercise immediately prior to such common stock issuance will be proportionately increased such that the percentage represented by the June 2023 Term Loan Warrants Shares in ~~full on October 19, 2021.~~

~~The underwriters were paid a cash underwriting fee~~Rubicon’s diluted common stock outstanding will remain the same. Additionally, the holders of ~~$0.20 per Unit, or $6,325,000 in~~ the ~~aggregate. In addition, $0.35 per unit, or $11,068,750~~June 2023 Term Loan Warrants have the right to purchase up to the pro rata portion of any new common stock issuance by Rubicon up to $20.0 million in the aggregate, with certain exceptions defined in the agreement. Since the issuance through September 30, 2023, none of the June 2023 Term Loan Warrants were exercised.

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. Additionally, 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. During the terms of the agreements, such Minimum Excess Availability Reserve could be decreased by up to $9.0 million, which will make the Minimum Excess Availability Reserve $10.0 million, if we achieve certain financial conditions defined in the agreements. As of September 30, 2023, the Minimum Excess Availability Reserve was $19.0 million. Furthermore, the June 2023 Revolving Credit Facility, the June 2023 Term Loan and the Subordinated Term Loan agreements require us to maintain a $2.0 million letter of credit, which could be ~~payable~~eliminated upon our achievement of certain financial conditions defined in the agreements.

See Note 5 – Debt and Note 9 – Warrants to our unaudited interim condensed consolidated financial statements included elsewhere in this report for a more detailed description of our indebtedness.

We do not have any special purpose entities and we do not engage in off-balance sheet financing arrangements.

On August 31, 2022, we entered into the SEPA with the Yorkville Investor, which was subsequently amended on November 30, 2022. Pursuant to the ~~underwriters for deferred underwriting commissions. The deferred fee will become payable~~SEPA, Rubicon had the right to sell to the ~~underwriters~~Yorkville Investor, from time to time, up to $200.0 million of shares of our Class A Common Stock at a discounted per share price until the earlier of the 36 month anniversary of the SEPA or until the date on which the facility has been fully utilized, subject to certain limitations and conditions set forth therein. Any issuances and sales of Class A Common Stock to the Yorkville Investor under the SEPA, and the timing of any such sales, were at our option, and we were under no obligation to sell any securities to the Yorkville Investor under the SEPA. Pursuant to the SEPA, on August 31, 2022, we issued the Yorkville Investor 25,000 shares of Class A Common Stock, which represented an initial up-front commitment fee. On August 18, 2023, Yorkville Investor and we agreed to terminate the SEPA without any further liability to either party under the facility. We did not sell any shares of Class A Common Stock under the SEPA during the period from the ~~amounts held~~origination through the termination of the facility. For more information regarding the SEPA, see Note 11 – Yorkville Facilities, to our unaudited interim condensed consolidated financial statements included elsewhere in this report.

On November 30, 2022, we entered into the ~~Trust Account solely~~YA Warrant, which is exercisable at a price of $0.0008 per share for a number of shares of Class A Common Stock equal to $20.0 million, subject to certain adjustments pursuant to the terms set forth therein. We received approximately $6.0 million in proceeds from the ~~event that~~issuance of the ~~Company completes~~YA Warrant. Through September 30, 2023, the YA Warrant has not been exercised. For more information regarding the YA Warrant, see Note 11 – Yorkville Facilities, to our unaudited interim condensed consolidated financial statements included elsewhere in this report.

In May 2023, we entered into the May 2023 Equity Agreements with various investors, including entities affiliated with Andres Chico and Jose Miguel Enrich, pursuant to which we agreed to issue Class A Common Stock for the total purchase price of $23.7 million. On June 20, 2023, we issued Class A Common Stock to the investors pursuant to the May 2023 Equity Agreements.

On September 5, 2023, we entered into the Cantor Sales Agreement with Cantor, pursuant to which we may offer and sell, from time to time through Cantor, shares of Class A Common Stock for aggregate gross proceeds up to $50.0 million. Pursuant to the Cantor Sales Agreement, Cantor may sell shares of Class A Common Stock in sales deemed to be “at the market offerings” as defined in Rule 415(a)(4) under the Securities Act. We have no obligation to sell any shares of Class A Common Stock under the Cantor Sales Agreement. Cantor will act as sales agent and use commercially reasonable efforts to sell on our behalf all of the shares of Class A Common Stock requested to be sold by us. Under the terms of the Cantor Sales Agreement, we have agreed to pay Cantor a ~~Business Combination, subject~~commission equal to 3.0% of the aggregate gross proceeds from any shares of Class A Common Stock sold pursuant to the Cantor Sales Agreement. The Cantor Sales Agreement will remain in effect until the aggregate gross proceeds of our sales of shares of Class A Common Stock reach $50.0 million in total unless terminated pursuant to the terms of the ~~underwriting agreement.~~Cantor Sales Agreement. We did not sell any shares of Class A Common Stock under the Cantor Sales Agreement through September 30, 2023.

Contractual Obligations

Our principal commitments consist of obligations under debt agreements and leases for office facilities. We have a substantial level of debt. For more information regarding our debt service obligations and our lease obligations, see Note 5 – Debt and Note 16 – Commitments and contingencies, to our unaudited interim condensed consolidated financial statements included elsewhere in this report.

As of September 30, 2023, our software services subscription agreement with a certain PIPE Investor requires us to pay an aggregate of $23.5 million through October 2024, $19.8 million of which is due through September 30, 2024. See Note 15 – Commitments and contingencies, to our unaudited interim condensed consolidated financial statements included elsewhere in this report for more information regarding our software services subscription agreement with the PIPE Investor.

As disclosed in Note 16 – Commitments and contingencies, to our unaudited interim condensed consolidated financial statements included elsewhere in this report, on March 6, 2023, March 28, 2023, June 27, 2023 and September 30, 2023, we entered into amendments to the software services subscription agreement with the PIPE Investor, which provide us with the option, in our sole discretion, to settle the $16.0 million of fees which are scheduled to become due between October 2023 and June 2024 (i) in cash or (ii) Class A Common Stock if we satisfy certain conditions as defined within the amended agreement.

As disclosed in Note 20 – Subsequent events, to our unaudited interim condensed consolidated financial statements included elsewhere in this report, in accordance with the amended agreement, we settled $3.8 million of the software services subscription fee incurred during the three months ended September 30, 2023 by issuing Class A Common Stock on October 2, 2023.

We could also be required to make certain significant payments under the Tax Receivable Agreement discussed above.

Critical Accounting Policies and Estimates

~~The preparation of~~Our condensed consolidated financial statements and ~~related disclosures~~accompanying notes have been prepared in ~~conformity~~accordance with accounting principles generally accepted in the United ~~States~~States. The preparation of ~~America~~these condensed consolidated financial statements requires ~~management~~us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, costs and ~~liabilities,~~expenses and related disclosures. On an ongoing basis, we evaluate our estimates and assumptions. Our actual results may differ from these estimates under different assumptions or conditions.

For additional information about our critical accounting policies and estimates, see the disclosure included in our Annual Report on Form 10-K for the year ended December 31, 2022 as well as Note 1, Nature of ~~contingent assets~~operations and ~~liabilities at~~summary of significant accounting policies in the ~~date~~notes to the condensed consolidated financial statements included in Part I, Item 1, of this Quarterly Report on Form 10-Q.

Recent Accounting Pronouncements

For information regarding recently issued accounting pronouncements and recently adopted accounting pronouncements, see Note 2 – Recent accounting pronouncements, to our unaudited interim condensed consolidated financial statements included elsewhere in this report.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), regarding, among other things, the plans, strategies and prospects, both business and financial, of the Company. Although the Company believes that its plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, the Company cannot assure that it will achieve or realize these plans, intentions or expectations. All statements, other than statements of present or historical fact included in this Quarterly Report, are forward-looking statements. These statements may be preceded by, followed by or include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “will,” “could,” “would,” “should,” “seeks,” “plans,” “scheduled,” “anticipates,” “intends,” the negative of such terms and ~~income~~similar expressions, although not all forward-looking statements contain such identifying words. Forward-looking statements are inherently subject to risks, uncertainties and ~~expenses during~~assumptions and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statement. These forward-looking statements are based upon current expectations, estimates, projections, and assumptions that, while considered reasonable by the ~~periods reported. Actual~~Company and its management, are inherently uncertain; factors that may cause actual results to differ materially from current expectations include, but are not limited to: 1) the outcome of any legal proceedings that may be instituted against the Company or others following the closing of the Mergers; 2) the Company’s ability to meet the NYSE’s listing standards following the consummation of the Mergers; 3) the risk that the Mergers disrupt current plans and operations of the Company as a result of consummation of the Mergers; 4) the ability to recognize the anticipated benefits of the Mergers, which may be affected by, among other things, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; 5) costs related to the Mergers; 6) changes in applicable laws or regulations; 7) the possibility that the Company may be adversely affected by other economic, business and/or competitive factors, including the impacts of the COVID-19 pandemic, geopolitical conflicts, such as the conflict between Russia and Ukraine, the effects of inflation and potential recessionary conditions; 8) the Company’s execution of anticipated operational efficiency initiatives, cost reduction measures and financing arrangements; and 9) other risks and uncertainties. More information regarding the risks and uncertainties and other important factors that could cause actual results to differ materially from those in the forward-looking statements is set forth under the heading “Risk Factors” in our Annual Report on Form 10-K, as filed with the SEC on March 23,2023, and as may be updated in this and other subsequent Quarterly Reports on Form 10-Q and the Company’s other filings with the SEC. There may be additional risks that the Company presently does not know of or that the Company currently believes are immaterial that could also cause actual results to differ from those ~~estimates. We have identified~~contained in the ~~following critical accounting policies~~:

~~Ordinary Shares Subject to Possible Redemption~~

~~All~~forward-looking statements, many of which are beyond the Company’s control. Forward-looking statements are not guarantees of future performance and speak only as of the ~~31,625,000 shares~~date hereof. We do not undertake, and expressly disclaim, any obligation to update or revise publicly any forward-looking statements, whether because of Class A ordinary shares sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such shares of Class A ordinary shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with our business combination and in connection with certain amendments to the Company’s second amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. Therefore, all Class A ordinary shares have been classified outside of permanent equity.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit.

~~Net Income Per Ordinary Share~~

Net income per common share is computed by dividing net income by the weighted-average number of shares of ordinary shares outstanding during the period. As the Public Shares are considered to be redeemable at fair value, and a redemption at fair value does not amount to a distribution different than other shareholders, Class A and Class B ordinary shares are presented as one class of shares in calculating net income per share. As a result, the calculated net income per share is the same for Class A and Class B shares of ordinary shares. The Company has not considered the effect of the Warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 14,204,375 shares in the calculation of diluted income per share, since the exercise of the Warrants are contingent upon the occurrence ofnew information, future events, ~~and the inclusion of such Warrants would be anti-dilutive.~~

~~Recent Accounting Standards~~

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows.otherwise, except as required by law.

~~Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our condensed financial statements.~~

Item 3. Quantitative and Qualitative Disclosures ~~About~~about Market Risk

We are a smaller reporting company, as defined by Rule 12b-2 ofunder the Exchange Act and in Item 10(f)(1) of Regulation S-K and are not required to provide the information ~~otherwise required~~ under this item.

The net proceeds of the Initial Public Offering, including amounts in the Trust Account, will be invested in U.S. government securities with a maturity of 185 days or less or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, that invest only in direct U.S. government treasury obligations. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.

~~We have not engaged in any hedging activities since our inception, and we do not expect to engage in any hedging activities with respect to the market risk to which we are exposed.~~

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

~~Our management evaluated, with~~Based on our management’s evaluation (with the participation of our ~~current chief~~principal executive officer and ~~chief~~principal financial officer), as of the end of the period covered by this report, our principal executive officer and principal financial officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of September 30, 2021, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our Certifying Officershave concluded that our disclosure controls and procedures ~~were~~(as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are effective ~~as of September 30, 2021.~~

~~Disclosure controls and procedures are controls and other procedures that are designed~~ to ensure that information required to be disclosed by us in ~~our~~ reports ~~filed~~that we file or ~~submitted~~submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and ~~forms. Disclosure controls~~forms and ~~procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act~~ is accumulated and communicated to our management, including our ~~chief~~principal executive officer and ~~chief~~principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control ~~over~~Over Financial Reporting

~~There was~~During the quarter ended September 30, 2023, there were no ~~change~~significant changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended) that ~~occurred during the fiscal quarter ended September 30, 2021, covered by this Quarterly Report on Form 10-Q that has~~have materially affected or isare reasonably likely to materially affect ~~our~~the Company’s internal control over financial reporting.

PART ~~II –~~II. OTHER INFORMATION

Item 1. Legal Proceedings

In the ordinary course of business, we are 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. In management’s opinion, resolution of all current matters is not expected to have a material adverse impact on our consolidated results of operations, cash flows or financial position.

~~ITEM 1. LEGAL PROCEEDINGS~~Item 1A. Risk Factors

~~None.~~

~~ITEM 1A. RISK FACTORS~~

~~Factors that could cause our actual results to differ materially from those in this Quarterly Report are any~~As of the ~~risks described~~date of this quarterly report, other than as set forth below, there have been no material changes with respect to those risk factors previously disclosed in our ~~final prospectus for our Initial Public Offering~~(i) registration statement on Form S-1, as originally filed with the SEC on ~~October 15, 2021.~~February 8, 2023 and declared effective on September 18, 2023 (as further amended, the “Registration Statement”), (ii) the 10-K Annual Report as filed with the SEC on March 23, 2023, and (iii) the 10-Q Quarterly Report filed with the SEC on August 11, 2023. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our final prospectus for our Initial Public Offering filed with the SEC on October 14, 2021, except weWe may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.

The reverse split of our common stock effected on September 26, 2023 could decrease our total market capitalization and may increase the volatility of our stock price.

On September 26, 2023, we effected a reverse stock split of its outstanding shares of voting common stock at a ratio of one-for-eight (1:8) pursuant to a Certificate of Amendment to its Certificate of Incorporation filed with the Secretary of State of the State of Delaware. The reverse stock split was reflected on the NYSE beginning with the opening of trading on September 27, 2023. Pursuant to the reverse stock split, every eight shares of our 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. No fractional shares were issued in connection with the reverse stock split. Any stockholder who would otherwise be entitled to receive a fractional share instead became entitled to receive one whole share of common stock in lieu of such fractional share.

There can be no assurance that the total market capitalization of our common stock after the reverse stock split will be equal to or greater than the total market capitalization before the reverse stock split or that the per share market price of our common stock following the reverse stock split will increase in proportion to the reduction in the number of shares of common stock outstanding before the reverse stock split. Furthermore, a decline in the market price of our common stock after the reverse stock split may result in a greater percentage decline than would occur in the absence of a reverse stock split, and the liquidity of our common stock could be adversely affected following such a reverse stock split.

The reverse stock split increased the Company’s authorized but unissued shares of common stock, which could negatively impact a potential investor.

Because the number of authorized shares of the Company’s common stock was not reduced proportionately, the reverse stock split increased our board of directors’ ability to issue authorized and unissued shares without further stockholder action. The issuance of additional shares of common stock or securities exercisable or convertible into common stock may have a dilutive effect on earnings per share and relative voting power and may cause a decline in the trading price of the common stock. The Company could use the shares that are available for future issuance in equity financing transactions, or to oppose a hostile takeover attempt or delay or prevent changes in control or changes in or removal of management, including transactions that are favored by a majority of the stockholders or in which the stockholders might otherwise receive a premium for their shares over then-current market prices or benefit in some other manner.

~~ITEM~~Item 2. ~~UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS~~Unregistered Sales of Equity Securities and Use of Proceeds

Unregistered Sales of Equity Securities

On April 27, 2021, our Sponsor purchased 7,906,250 Class B ordinary shares, par value $0.0001 (the “Founder Shares”), for an aggregate price of $25,000. The Initial Stockholders agreed to forfeit up to 1,031,250 Founder Shares to the extent that the over-allotment option was not exercisedExcept as previously disclosed in ~~full by the underwriters, so that the Founder Shares would represent 20.0%~~a Current Report on Form 8-K or as disclosed below, no unregistered sales of the Company’s ~~issued and outstanding shares after~~equity securities were made during the ~~Initial Public Offering. The underwriters fully exercised the over-allotment on October 19, 2021; thus, these 1,031,250 Founder Shares were no longer subject to forfeiture.~~fiscal quarter ended September 30, 2023.

Simultaneously with the closing of the Initial Public Offering, pursuant to the Private Placement Warrants Purchase Agreements, the Company completed the private sale of 12,623,125 warrants (the “Private Placement Warrants”) to the Sponsor at a purchase price of $1.00 per Private Placement Warrant, and 1,581,250 warrants to Jefferies LLC, generating gross proceeds to the Company of $14,204,375. The Private Placement Warrants are identical to the Warrants included as part of the Units sold in the IPO.

No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

~~Use of Proceeds~~

In connection with the Initial Public Offering, we incurred offering costs of $18,158,034, consisting of $6,325,000 of underwriting fees, $11,068,750 of deferred underwriting fees and $764,284 of other offering costs. After deducting the underwriting discounts and commissions (excluding the deferred portion, which amount will be payable upon consummation of the Initial Business Combination, if consummated) and the Initial Public Offering expenses, $320,993,750 of the net proceeds from our Initial Public Offering and from the Private Placement of the Private Placement Warrants was placed in the Trust Account. The net proceeds of the Initial Public Offering and certain proceeds from the sale of the Private Placement Warrants are held in the Trust Account and invested as described elsewhere in this Quarterly Report on Form 10-Q.

There has been no material change in the planned use of the proceeds from the Initial Public Offering and Private Placement as is described in the Company’s final prospectus related to the Initial Public Offering.

~~ITEM 3. DEFAULTS UPON SENIOR SECURITIES~~

~~None.~~

~~ITEM 4. MINE SAFETY DISCLOSURES~~

~~Not applicable.~~

~~ITEM 5. OTHER INFORMATION~~

~~None.~~

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Not applicable.

Item 6. Exhibits

~~ITEM 6. EXHIBITS~~

~~The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.~~

~~Exhibit No.~~		~~Description~~
31.1*		~~Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002~~
31.2*		~~Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002~~
32.1*		~~Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002~~
32.2*		~~Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002~~
~~101.INS~~		~~XBRL Instance Document~~
~~101.CAL~~		~~XBRL Taxonomy Extension Calculation Linkbase Document~~
~~101.SCH~~		~~XBRL Taxonomy Extension Schema Document~~
~~101.DEF~~		~~XBRL Taxonomy Extension Definition Linkbase Document~~
~~101.LAB~~		~~XBRL Taxonomy Extension Labels Linkbase Document~~
~~101.PRE~~		~~XBRL Taxonomy Extension Presentation Linkbase Document~~
~~104~~		~~Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).~~

		Incorporated by Reference
Exhibit	Description	Schedule/ Form	File Number	Exhibits	Filing Date
1.1	Controlled Equity OfferingSM Sales Agreement, dated September 5, 2023, between Rubicon Technologies, Inc. and Cantor Fitzgerald & Co.	8-K		1.1	September 11, 2023
3.1	Certificate of Amendment	8-K		3.1	September 27, 2023
4.1	Common Stock Purchase Warrant, dated September 15, 2023, issued by Rubicon Technologies, Inc. to MBI Holdings LP or their assigns	8-K		4.1	September 21, 2023
10.1	Convertible Debenture Assignment and Assumption Agreement, dated as of August 8, 2023, by and between YA II PN, Ltd. and the holder signatories thereto.	8-K		10.1	August 11, 2023
10.2	Amendment to Convertible Debenture No.1, dated as of August 8, 2023, by and between Rubicon Technologies, Inc. and the holder signatories thereto.	8-K		10.2	August 11, 2023
10.3	Amendment to Convertible Debenture No.2, dated as of August 8, 2023, by and between Rubicon Technologies, Inc. and the holder signatories thereto.	8-K		10.3	August 11, 2023
10.4	Securities Purchase Agreement, dated September 15, 2023, by and between Rubicon Technologies, Inc. and MBI Holdings LP	8-K		10.1	September 21, 2023
10.5	Form of Amendment to Convertible Debenture			10.2	September 21, 2023
10.6	Limited Waiver and Amendment No. 1 to Credit, Security and Guaranty Agreement, dated September 17, 2023, by and among the Company, as guarantor, Acquiom Agency Services LLC, as agent, and the borrowers and the lenders party thereto.	8-K		10.3	September 21, 2023
10.7	Limited Waiver and Amendment No. 1 to the Credit, Security and Guaranty Agreement, dated September 17, 2023, by and among the Company, as guarantor, Midcap Funding IV Trust, as agent, and the borrowers and the lenders party thereto.	8-K		10.4	September 21, 2023
10.8	Limited Waiver and Fifth Amendment to Loan and Security Agreement, dated September 17, 2023, by and among the Company, as guarantor, Mizzen Capital, LP, as agent, and the borrowers and the lenders party thereto.	8-K		10.5	September 21, 2023
31.1*	Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	Inline XBRL Instance Document.
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.SCH	Inline XBRL Taxonomy Extension Schema Document.
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*	These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filingFiled herewith.
**	Furnished herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	~~Founder SPAC~~

~~Date: November 29, 2021~~	~~By:~~	~~/s/ Osman Ahmed~~
		~~Osman Ahmed~~
		~~Chief Executive Officer~~

	~~Founder SPAC~~Rubicon Technologies, Inc.

Date: November ~~29, 2021~~13, 2023	By:	/s/ ~~Manpreet Singh~~Philip Rodoni
		~~Manpreet Singh~~Philip Rodoni
		Chief ~~Financial~~Executive Officer

1968

~~Cayman Islands~~Delaware		~~N/A00-0000000~~88-3703651
(State or ~~other jurisdiction~~Other Jurisdiction of ~~incorporation or organization)~~		(~~IRS~~I.R.S. Employer
Incorporation or Organization)		Identification ~~No.)~~Number)

335 Madison Avenue, 4^thFloor
New York, NY		10017
(Address of Principal Executive Offices)		(Zip Code)

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
~~Units, each consisting of one~~ Class A ~~ordinary share and one-half of one redeemable warrant~~	~~FOUNU~~	~~The~~ ~~Nasdaq~~ ~~Stock Exchange LLC~~
~~Class A ordinary shares,~~common stock, par value $0.0001 per share	~~FOUN~~	~~The~~ ~~Nasdaq~~ ~~Stock Exchange LLC~~
~~Redeemable warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share~~RBT	~~FOUNW~~	~~The~~ ~~Nasdaq~~New York Stock Exchange ~~LLC~~

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

	Page
PART I - FINANCIAL INFORMATION	~~Page~~
~~PART I. FINANCIAL INFORMATION~~
Item 1. Financial Statements	~~Unaudited Condensed Financial Statements~~	1
	~~Unaudited Condensed Balance Sheet as of September 30, 2021~~	1
	~~Unaudited Condensed Statement of Operations for the three months ended September 30, 2021 and period from April 26, 2021 (inception) through September 30, 2021~~	2
	~~Unaudited Condensed Statement of Changes in Shareholder’s Equity for the three months ended September 30, 2021 and period from April 26, 2021 (inception) through September 30, 2021~~	3
	~~Unaudited Condensed Statement of Cash Flows for the period from April 26, 2021 (inception) through September 30, 2021~~	4
	~~Notes to Unaudited Condensed Financial Statements~~	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and ~~Results~~Result of Operations	1340
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	1664
Item 4.	Controls and Procedures	1664

PART II - OTHER INFORMATION
~~PART II. OTHER INFORMATION~~
Item 1. Legal Proceedings	65
~~Legal Proceedings~~Item 1A. Risk Factors	1765
~~Item 1A.~~	~~Risk Factors~~	17
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds ~~from Registered Securities~~	1766
Item 3.	Defaults Upon Senior Securities	1766
Item 4.	Mine Safety Disclosures	1766
Item 5. Other Information	66
~~Other Information~~Item 6. Exhibits	1767
~~Item 6.~~
~~Exhibits~~Signatures	1868


	September 30, 2023			December 31, 2022
ASSETS
Current Assets:
Cash and cash equivalents	$	13,433		$	10,079
Accounts receivable, net		59,600			65,923
Contract assets		68,629			55,184
Prepaid expenses		19,532			10,466
Other current assets		4,168			2,109
Related-party notes receivable		-			7,020
Total Current Assets		165,362			150,781

Property and equipment, net		1,633			2,644
Operating right-of-use assets		792			2,827
Other noncurrent assets		2,043			4,764
Goodwill		32,132			32,132
Intangible assets, net		8,465			10,881
Total Assets	$	210,427		$	204,029

LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
Current Liabilities:
Accounts payable	$	52,965		$	75,113
Line of credit		65,477			51,823
Accrued expenses		83,666			108,002
Contract liabilities		6,524			5,888
Operating lease liabilities, current		925			1,880
Warrant liabilities		26,502			20,890
Derivative liabilities		8,428			-
Debt obligations, net of deferred debt charges		-			3,771
Total Current Liabilities		244,487			267,367

Long-Term Liabilities:
Deferred income taxes		239			217
Operating lease liabilities, noncurrent		60			1,826
Debt obligations, net of deferred debt charges		76,818			69,458
Related-party debt obligations, net of deferred debt charges		15,794			10,597
Derivative liabilities		5,536			826
Earn-out liabilities		160			5,600
Other long-term liabilities		-			2,590
Total Long-Term Liabilities		98,607			91,114
Total Liabilities		343,094			358,481

Commitments and Contingencies (Note 16)

Stockholders’ (Deficit) Equity:
Common stock – Class A, par value of $0.0001 per share, 690,000,000 shares authorized, 34,803,951 and 6,985,869 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively		3			1
Common stock – Class V, par value of $0.0001 per share, 275,000,000 shares authorized, 4,425,388 and 14,432,992 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively		-			1
Preferred stock – par value of $0.0001 per share, 10,000,000 shares authorized, 0 issued and outstanding as of September 30, 2023 and December 31, 2022, respectively		-			-
Additional paid-in capital		118,884			34,659
Accumulated deficit		(381,845	)		(337,860	)
Total stockholders’ deficit attributable to Rubicon Technologies, Inc.		(262,958	)		(303,199	)
Noncontrolling interests		130,291			148,747
Total Stockholders’ Deficit		(132,667	)		(154,452	)
Total Liabilities and Stockholders’ (Deficit) Equity	$	210,427		$	204,029


	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
Revenue:
Service	$	159,119		$	162,789		$	486,125		$	437,755
Recyclable commodity		12,138			22,194			40,794			71,640
Total revenue		171,257			184,983			526,919			509,395

Costs and Expenses:
Cost of revenue (exclusive of amortization and depreciation):
Service		147,018			157,504			455,213			423,382
Recyclable commodity		10,272			20,234			35,427			65,856
Total cost of revenue (exclusive of amortization and depreciation)		157,290			177,738			490,640			489,238
Sales and marketing		2,903			4,840			8,924			13,336
Product development		8,309			9,803			23,625			28,336
General and administrative		13,803			186,640			45,882			212,520
Gain on settlement of incentive compensation		-			-			(18,622	)		-
Amortization and depreciation		1,277			1,439			3,982			4,331
Total Costs and Expenses		183,582			380,460			554,431			747,761
Loss from Operations		(12,325	)		(195,477	)		(27,512	)		(238,366	)

Other Income (Expense):
Interest earned		5			1			11			1
Gain (loss) on change in fair value of warrant liabilities		3,354			74			2,885			(436	)
Gain on change in fair value of earnout liabilities		150			67,100			5,440			67,100
Loss on change in fair value of derivatives		(1,245	)		(76,919	)		(3,778	)		(76,919	)
Excess fair value over the consideration received for SAFE		-			-			-			(800	)
Gain on service fee settlements in connection with the Mergers		-			-			6,996			-
Loss on extinguishment of debt obligations		(9,348	)		-			(18,234	)		-
Interest expense		(9,179	)		(4,578	)		(24,474	)		(12,264	)
Related party interest expense		(453	)		-			(1,707	)		-
Other expense		(1,116	)		(1,307	)		(2,019	)		(1,994	)
Total Other Income (Expense)		(17,832	)		(15,629	)		(34,880	)		(25,312	)
Loss Before Income Taxes		(30,157	)		(211,106	)		(62,392	)		(263,678	)

Income tax expense		16			19			49			60
Net Loss	$	(30,173	)	$	(211,125	)	$	(62,441	)	$	(263,738	)

Net loss attributable to Holdings LLC unitholders prior to the Mergers		-			(176,384	)		-			(228,997	)
Net loss attributable to noncontrolling interests		(2,519	)		(16,933	)		(18,456	)		(16,933	)
Net Loss Attributable to Class A Common Stockholders	$	(27,654	)	$	(17,808	)	$	(43,985	)	$	(17,808	)

Net loss per Class A Common share – basic and diluted	$	(0.85	)	$	(2.93	)	$	(2.47	)	$	(2.93	)
Weighted average shares outstanding – basic and diluted		32,381,649			6,083,847			17,786,466			6,083,847


	Members’ Units				Common Stock – Class A				Common Stock – Class V						Preferred Stock				Additional Paid-in			Accumulated			Non controlling			Total
	Units		Amount		Shares		Amount		Shares			Amount			Shares		Amount		Capital			Deficit			Interest			Deficit
Balance, December 31, 2022		-	$	-		6,985,869	$	1		14,432,992		$	1			-	$	-	$	34,659		$	(337,860	)	$	148,747		$	(154,452	)

Equity-based compensation		-		-		-		-		-			-			-		-		11,105			-			-			11,105

Issuance of common stock for services rendered		-		-		1,164,757		-		-			-			-		-		10,245			-			-			10,245

Issuance of equity-classified warrants		-		-		-		-		-			-			-		-		945			-			-			945

Issuance of common stock for vested RSUs		-		-		463,961		-		-			-			-		-		-			-			-			-

Issuance of common stock for vested DSUs		-		-		10,603		-		-			-			-		-		-			-			-			-

RSUs withheld to pay taxes		-		-		-		-		-			-			-		-		(1,067	)		-			-			(1,067	)

Conversion of debt obligations to common stock		-		-		2,517,284		-		-			-			-		-		10,846			-			-			10,846

Proceeds from issuance of common stock		-		-		7,257,334		1		-			-			-		-		24,766			-			-			24,767

Exercise and conversion of liability classified warrants		-		-		319,922		-		-			-			-		-		1,073			-			-			1,073

Exchange of Class V Common Stock to Class A Common Stock		-		-		10,007,604		1		(10,007,604	)		(1	)		-		-		-			-			-			-

Common stock issuance costs		-		-		-		-		-			-			-		-		(32	)		-			-			(32

Net loss		-		-		-		-		-			-			-		-		-			(16,331	)		(15,937	)		(32,268	)

Balance, June 30, 2023		-	$	-		28,727,334	$	3		4,425,388		$	-			-	$	-	$	92,540		$	(354,191	)	$	132,810		$	(128,838	)

Equity-based compensation		-		-		-		-		-			-			-		-		2,134			-			-			2,134

Issuance of common stock for services rendered		-		-		711,566		-		-			-			-		-		2,055			-			-			2,055

Issuance of equity-classified warrants		-		-		-		-		-			-			-		-		1,682			-			-			1,682

Issuance of common stock for vested RSUs		-		-		1,139,775		-		-			-			-		-		-			-			-			-

Issuance of common stock for vested DSUs		-		-		4,602		-		-			-			-		-		-			-			-			-

Conversion of debt obligations to common stock		-		-		3,900,321		-		-			-			-		-		19,334			-			-			19,334

Exercise and conversion of liability classified warrants		-		-		291,143		-		-			-			-		-		1,139			-			-			1,139

Shares added for fractional shares pursuant to reverse stock split		-		-		29,210		-		-			-			-		-		-			-			-			-

Net loss		-		-		-		-		-			-			-		-		-			(27,654	)		(2,519	)		(30,173	)

Balance, September 30, 2023		-	$	-		34,803,951	$	3		4,425,388		$	-			-	$	-	$	118,884		$	(381,845	)	$	130,291		$	(132,667	)


ASSETS
Deferred offering costs	$	388,074
Total assets		388,074

LIABILITIES AND SHAREHOLDER’S EQUITY

Current Liabilities
Accrued offering costs	$	53,529
Due to Sponsor		318,074
Total current liabilities		371,603

Commitments and Contingencies
Class A ordinary shares, $0.0001 par value 479,000,000 shares authorized, NaN issued or outstanding		—

Shareholder’s Equity
Preference shares, $0.0001 par value; 1,000,000 shares authorized; NaN issued or outstanding		—
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 7,906,250 shares issued and outstanding ⁽¹⁾		791
Additional paid in capital		24,209
Accumulated deficit		(8,529	)
Total shareholder’s equity		16,471
Total liabilities and shareholder’s equity	$	388,074


	Three Months Ended September 30, 2021			For the period from April 26, 2021 (inception) through September 30, 2021
Formation costs and other operating expenses	$	—		$	8,529
Net loss	$	—		$	(8,529	)
Weighted average shares outstanding, basic and diluted ⁽¹⁾		6,875,000			6,875,000
Basic and diluted net loss per ordinary share	$	(0.00	)	$	(0.00	)


	Nine Months Ended
	September 30,
	2023			2022
Cash flows from operating activities:
Net loss	$	(62,441	)	$	(263,738	)
Adjustments to reconcile net loss to net cash flows from operating activities:
Loss on disposal of property and equipment		777			23
Gain on lease agreement amendment		(220	)		-
Amortization and depreciation		3,982			4,026
Amortization of deferred debt charges		6,392			2,378
Amortization of related party debt discount and issuance costs		586			-
Paid-in-kind interest capitalized to principal of debt obligations		6,733			-
Paid-in-kind interest capitalized to principal of related party debt obligations		1,012			-
Bad debt reserve		2,065			(2,366	)
(Gain) Loss on change in fair value of warrants		(2,885	)		436
Loss on change in fair value of derivatives		3,778			76,919
Gain on change in fair value of earn-out liabilities		(5,440	)		(67,100	)
Loss on extinguishment of debt obligations		18,234			-
Excess fair value over the consideration received for SAFE		-			800
SEPA commitment fee settled in Class A Common Stock		-			892
Equity-based compensation		13,239			88,546
Phantom unit expense		-			6,783
Deferred compensation expense		-			1,250
Settlement of accrued incentive compensation		(26,826	)		-
Service fees settled in common stock		5,863			-
Gain on service fee settlement in connection with the Mergers		(6,996	)		-
Deferred income taxes		22			41
Change in operating assets and liabilities:
Accounts receivable		4,258			(13,636	)
Contract assets		(13,445	)		(5,821	)
Prepaid expenses		(6,731	)		(5,528	)
Other current assets		(2,122	)		(131	)
Operating right-of-use assets		868			801
Other noncurrent assets		140			355
Accounts payable		(22,148	)		10,967
Accrued expenses		17,033			52,450
Contract liabilities		636			(142	)
Operating lease liabilities		(1,335	)		(1,273	)
Other liabilities		(1,602	)		150
Net cash flows from operating activities		(66,573	)		(112,918	)

Cash flows from investing activities:
Property and equipment purchases		(750	)		(1,150	)
Forward purchase option derivative purchase		-			(68,715	)
Net cash flows from investing activities		(750	)		(69,865	)

Cash flows from financing activities:
Net borrowings on line of credit		13,653			179
Proceeds from debt obligations		86,226			-
Repayments of debt obligations		(53,500	)		(4,500	)
Proceeds from related party debt obligations		14,520			-
Financing costs paid		(13,891	)		(2,000	)
Proceeds from issuance of common stock		24,767			-
Proceeds from SAFE		-			8,000
Proceeds from the Mergers		-			196,778
Equity issuance costs		(31	)		(21,827	)
RSUs withheld to pay taxes		(1,067	)		-
Net cash flows from financing activities		70,677			176,630

Net change in cash and cash equivalents		3,354			(6,153	)
Cash, beginning of period		10,079			10,617
Cash, end of period	$	13,433		$	4,464

Supplemental disclosure of cash flow information:
Cash paid for interest	$	9,934		$	9,023

Supplemental disclosures of non-cash investing and financing activities:
Exchange of warrant liability for Class A and Class V Common Stock	$	2,250		$	1,716
Conversion of SAFE for Class B Units	$	-		$	8,000
Establishment of earn-out liabilities	$	-		$	74,100
Equity issuance costs accrued but not paid	$	-		$	44,235
Fair value of derivatives issued as deferred debt charges	$	12,739		$	-
Conversions of debt obligations to common stock	$	17,000		$	-
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 charges	$	2,062		$	-


	Class B				Additional					Total
	Ordinary Shares				Paid in		Accumulated			Shareholder’s
	Shares		Amount		Capital		Deficit			Equity
Balance – April 26, 2021 (inception)		—	$	—	$	—	$	—		$	—
Issuance of Class B ordinary shares to sponsor ⁽¹⁾		7,906,250		791		24,209		—			25,000
Net loss		—		—		—		(8,529	)		(8,529	)
Balance – June 30, 2021		7,906,250		791		24,209		(8,529	)		16,471
Net loss		—		—		—		—			—
Balance – September 30, 2021		7,906,250	$	791	$	24,209	$	(8,529	)	$	16,471


Cash flow from operating activities:
Net loss	$	(8,529	)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities:
Accrued offering costs		8,529
Net cash used in operating activities		—

Net change in cash		—
Cash at the beginning of the period		—
Cash at the end of the period	$	—

Non-cash investing and financing activities:
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares	$	25,000
Deferred offering costs paid by Sponsor	$	318,074
Deferred offering costs included in accrued offering costs	$	45,000

Schedule of property and equipment
	September 30, 2023			December 31, 2022
Computers, equipment and software	$	2,311		$	3,791
Customer equipment		1,973			1,485
Furniture and fixtures		210			1,699
Leasehold improvements		1,441			3,772
Total property and equipment		5,935			10,747
Less accumulated amortization and depreciation		(4,302	)		(8,103	)
Total property and equipment, net	$	1,633		$	2,644

Schedule of components of long-term debt
	September 30, 2023			December 31, 2022
Term loan balance	$	108,483		$	71,000
Convertible debt balance		1,446			7,000
Related-party convertible debt balance		18,041			11,964
Less unamortized deferred debt charges		(35,358	)		(6,138	)
Total borrowed		92,612			83,826
Less short-term debt obligation balance		-			(3,771	)
Long-term debt obligation balance	$	92,612		$	80,055

Schedule of maturities of long-term debt
Fiscal Years Ending December 31,
2023	$	-
2024		-
2025		108,483
2026		19,487
Total	$	127,970

Schedule of intangible assets and goodwill
	September 30, 2023
	Useful Life (in years)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Trade Name	5	$	728	$	(728	)	$	-
Customer and hauler relationships	2 to 8		20,976		(14,061	)		6,915
Non-competition agreements	3 to 4		550		(550	)		-
Technology	3		3,178		(2,298	)		715
Total finite-lived intangible assets			25,432		(17,802	)		7,630
Domain Name	Indefinite		835		-			835
Total intangible assets		$	26,267	$	(17,802	)	$	8,465

	December 31, 2022
	Useful Life (in years)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Trade Name	5	$	728	$	(728	)	$	-
Customer and hauler relationships	2 to 8		20,976		(12,141	)		8,835
Non-competition agreements	3 to 4		550		(550	)		-
Technology	3		3,178		(1,967	)		1,211
Total finite-lived intangible assets			25,432		(15,386	)		10,046
Domain Name	Indefinite		835		-			835
Total intangible assets		$	26,267	$	(15,386	)	$	10,881

Schedule of accrued expenses
	September 30, 2023		December 31, 2022
Accrued hauler expenses	$	63,049	$	44,773
Accrued compensation		15,026		43,054
Accrued income taxes		-		9
Accrued Mergers transaction expenses		-		13,433
FPA Settlement Liability (as defined in Note 10)		2,000		-
Other accrued expenses		3,591		6,733
Total accrued expenses	$	83,666	$	108,002

Schedule of finite- lived intangible assets, future amortization expense
Fiscal Years Ending December 31,
2023	$	804
2024		3,110
2025		2,559
2026		1,157
Total future amortization of intangible assets	$	7,630

Schedule of stockholders equity
	Authorized		Issued		Outstanding
Class A Common Stock		690,000,000		34,803,951		34,803,951
Class V Common Stock		275,000,000		4,425,388		4,425,388
Preferred Stock		10,000,000		-		-
Total shares as of September 30, 2023		975,000,000		39,229,339		39,229,339

Schedule of RSUs activity
	Units			Weighted Average Grant Date Fair Value
Nonvested – December 31, 2022		182,086		$	15.84
Granted		2,016,639			8.10
Vested		(986,461	)		8.98
Forfeited/redeemed		(45,256	)		15.09
Nonvested – September 30, 2023		1,167,008		$	8.30

Schedule of net loss per share
	Three Months Ended September 30, 2023			Nine Months Ended September 30, 2023
Numerator:
Net loss	$	(30,173	)	$	(62,441	)
Less: Net loss attributable to noncontrolling interests		(2,519	)		(18,456	)
Net loss attributable to Rubicon Technologies, Inc	$	(27,654	)	$	(43,985	)

Denominator:
Weighted average shares of Class A Common Stock outstanding – Basic and diluted		32,381,649			17,786,466

Net loss per share attributable to Class A Common Stock – Basic and diluted	$	(0.85	)	$	(2.47	)

Numerator:
Net loss for the period from August 15, 2022 through September 30, 2022	$	(34,741	)
Less: Net loss attributable to noncontrolling interests for the period from August 15, 2022 through September 30, 2022		(16,933	)
Net loss for the period from August 15, 2022 through September 30, 2022 attributable to Rubicon Technologies, Inc. – Basic and diluted	$	(17,808	)

Denominator:
Weighted average shares of Class A Common Stock outstanding – Basic and diluted		6,083,847

Net loss per share attributable to Class A Common Stock – Basic and diluted	$	(2.93	)

	-	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 FPA Settlement Liability, the Subordinated Term Loan Warrants Make-Whole Agreement and portion of fees for the PIPE Software Services Subscription (as defined in Note 16).

Schedule of assets and liabilities measured at fair value on recurring basis
	As of September 30, 2023
Liabilities	Level 1		Level 2			Level 3
Warrant liabilities	$	-	$	(26,502	)	$	-
Additional Subordinated Term Loan Warrants Derivative		-		-			(12,058	)
Subordinated Term Loan Warrants Make-Whole Derivative		-		-			(1,906	)
Earn-out liabilities		-		-			(160	)
Total	$	-	$	(26,502	)	$	(14,124	)

	As of December 31, 2022
Liabilities	Level 1		Level 2			Level 3
Warrant liabilities	$	-	$	(20,890	)	$	-
Redemption Feature Derivative		-		-			(826	)
Subordinated Term Loan Warrants Make-Whole Derivative		-		-			-
Earn-out liabilities		-		-			(5,600	)
Total	$	-	$	(20,890	)	$	(6,426	)

Level 3 Rollfoward	Redemption Feature Derivative			Additional Subordinated Term Loan Warrants Derivative			Subordinated Term Loan Warrants Make-Whole Derivative			Earn-out liabilities
December 31, 2022 balances	$	(826	)	$	-		$	-		$	(5,600	)
Additions		(474	)		(12,264	)		-			-
Changes in fair value		(931	)		(1,602	)		-			5,290
Reclassified to level 2		-			1,050			-
June 30, 2023 balances		(2,231	)		(12,816	)		-			(310	)
Changes in fair value		1,103			(442	)		(1,906	)		150
Reclassified to level 2		-			1,200			-			-
Reclassified to equity		1,128			-			-			-
September 30, 2023 balances	$	-		$	(12,058	)	$	(1,906	)	$	(160	)

Schedule of derivative fair value measurements
	As of September 30, 2023			As of February 3, 2023			As of December 31, 2022
Price of Class A Common Stock	$	-		$	1.56		$	1.78
Risk-free interest rate		-	%		4.63	%		4.60	%
Yield		-	%		13.6	%		15.6	%
Expected volatility		-	%		50.0	%		50.0	%

Schedule of derivative fair value measurements
	As of September 30, 2023			As of December 31, 2022
Price of Class A Common Stock	$	2.08		$	1.78
Risk-free interest rate		4.70	%		4.00	%
Expected volatility		85.0	%		65.0	%
Expected remaining term		3.9 years			4.6 years

Schedule of operating lease payments
Years Ending December 31,
2023		309
2024		790
Total minimum lease payments		1,099
Less: Imputed interest		(114	)
Total operating lease liabilities	$	985

	⁽³⁾	Nonrecurring merger transaction expenses primarily consist of management bonus payments of $31.7 million, including $2.8 million bonuses paid subsequent to the Closing Date, accrual for Rubicon management rollover consideration under the Merger Agreement of $47.6 million, and related payroll tax expense of $1.2 million in connection with the Mergers.
	⁽⁴⁾	Other expenses primarily consist of foreign currency exchange gains and losses, taxes, penalties, fees for certain financing arrangements and gains and losses on sale of property and equipment.