UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 001-40910

Rubicon Technologies, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		88-3703651
(State or Other Jurisdiction of		(I.R.S. Employer
Incorporation or Organization)		Identification Number)

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

(844) 479-1507

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.0001 per share	RBT	New York Stock Exchange
Warrants, each exercisable for one share of Class A common stock at an exercise price of $11.50 per share	RBT WS	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 22, 2023, 76,535,191 shares of Class A Common Stock, par value $0.0001 per share, and, 114,886,453 shares of Class V Common Stock, par value $0.0001 per share, were issued and outstanding.

Table of Contents

		Page
PART I - FINANCIAL INFORMATION

Item 1. Financial Statements		1
Item 2. Management’s Discussion and Analysis of Financial Condition and Result of Operations		31
Item 3. Quantitative and Qualitative Disclosures About Market Risk		51
Item 4. Controls and Procedures		51

PART II - OTHER INFORMATION

Item 1. Legal Proceedings		52
Item 1A. Risk Factors		52
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		52
Item 3. Defaults Upon Senior Securities		52
Item 4. Mine Safety Disclosures		53
Item 5. Other Information		53
Item 6. Exhibits		55

Signatures		57

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

RUBICON TECHNOLOGIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(in thousands)


	March 31,			December 31,
	2023			2022
ASSETS
Current Assets:
Cash and cash equivalents	$	10,543		$	10,079
Accounts receivable, net		67,203			65,923
Contract assets		52,927			55,184
Prepaid expenses		11,100			10,466
Other current assets		2,614			2,109
Related-party notes receivable		-			7,020
Total Current Assets		144,387			150,781

Property and Equipment, net		2,616			2,644
Operating right-of-use assets		2,523			2,827
Other noncurrent assets		2,637			4,764
Goodwill		32,132			32,132
Intangible assets, net		10,075			10,881
Total Assets	$	194,370		$	204,029

LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
Current Liabilities:
Accounts payable	$	82,175		$	75,113
Line of credit		52,024			51,823
Accrued expenses		73,927			108,002
Contract liabilities		6,037			5,888
Operating lease liabilities, current		1,956			1,880
Warrant liabilities		20,000			20,890
Derivative liabilities		2,887			-
Debt obligations, net of debt issuance costs		4,205			3,771
Total Current Liabilities		243,211			267,367

Long-Term Liabilities:
Deferred income taxes		229			217
Operating lease liabilities, noncurrent		1,297			1,826
Debt obligations, net of debt issuance costs		64,225			69,458
Related-party debt obligations, net of debt issuance costs		18,690			10,597
Derivative liabilities		3,498			826
Earn-out liabilities		780			5,600
Other long-term liabilities		2,688			2,590
Total Long-Term Liabilities		91,407			91,114
Total Liabilities		334,618			358,481

Commitments and Contingencies (Note 15)

Stockholders’ (Deficit) Equity:
Common stock – Class A, par value of $0.0001 per share, 690,000,000 shares authorized, 72,988,610 and 55,886,692 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively		7			6
Common stock – Class V, par value of $0.0001 per share, 275,000,000 shares authorized, 115,463,646 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively		12			12
Preferred stock – par value of $0.0001 per share, 10,000,000 shares authorized, 0 issued and outstanding as of March 31, 2023 and December 31, 2022, respectively		-			-
Additional paid-in capital		58,312			34,658
Accumulated deficit		(341,004	)		(337,875	)
Total stockholders’ deficit attributable to Rubicon Technologies, Inc.		(282,673	)		(303,199	)
Noncontrolling interests		142,425			148,747
Total Stockholders’ Deficit		(140,248	)		(154,452	)
Total Liabilities and Stockholders’ (Deficit) Equity

SEC Form 10-Q filed by Rubicon Technologies Inc.