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, 2024

☐ 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)

950 E Paces Ferry Rd NE Suite 810
Atlanta, GA		30326
(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

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 20, 2024, 54,761,991 shares of Class A Common Stock, par value $0.0001 per share, and 1,074,899 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		38
Item 3. Quantitative and Qualitative Disclosures About Market Risk		56
Item 4. Controls and Procedures		56

PART II - OTHER INFORMATION

Item 1. Legal Proceedings		58
Item 1A. Risk Factors		58
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		58
Item 3. Defaults Upon Senior Securities		58
Item 4. Mine Safety Disclosures		58
Item 5. Other Information		58
Item 6. Exhibits		59

Signatures		60

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

RUBICON TECHNOLOGIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(in thousands)


	March 31,			December 31,
	2024			2023
ASSETS
Current Assets:
Cash and cash equivalents	$	13,846		$	18,695
Accounts receivable, net		52,049			62,930
Contract assets, net		59,574			75,567
Prepaid expenses		20,172			13,197
Current assets of discontinued operations		6,338			5,257
Other current assets		3,915			3,742
Total Current Assets		155,894			179,388

Property and equipment, net		525			632
Operating right-of-use assets		331			567
Other noncurrent assets		1,912			2,114
Goodwill		19,872			19,872
Intangible assets, net		6,472			7,111
Noncurrent assets of discontinued operations		13,321			13,603
Total Assets	$	198,327		$	223,287

LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
Current Liabilities:
Accounts payable	$	75,799		$	65,465
Line of credit		71,978			71,121
Accrued expenses		55,260			76,645
Contract liabilities		1,415			1,499
Operating lease liabilities, current		398			725
Warrant liabilities		2,697			26,493
Derivative liabilities		10,349			9,375
Current liabilities of discontinued operations		8,117			6,216
Total Current Liabilities		226,013			257,539

Long-Term Liabilities:
Deferred income taxes		202			197
Debt obligations, net of deferred debt charges		85,621			81,001
Related-party debt obligations, net of deferred debt charges		16,824			16,302
Derivative liabilities		1,564			3,683
Earn-out liabilities		31			142
Other long-term liabilities		3,015			3,395
Total Long-Term Liabilities		107,257			104,720
Total Liabilities		333,270			362,259

Commitments and Contingencies (Note 16)

Stockholders’ (Deficit) Equity:
Common stock – Class A, par value of $0.0001 per share, 690,000,000 shares authorized, 52,406,059 and 39,643,584 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively		5			4
Common stock – Class V, par value of $0.0001 per share, 275,000,000 shares authorized, 1,074,899 and 4,425,388 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively		-			-
Preferred stock – par value of $0.0001 per share, 10,000,000 shares authorized, 0 issued and outstanding as of March 31, 2024 and December 31, 2023, respectively		-			-
Additional paid-in capital		267,772			221,986
Accumulated deficit		(410,475	)		(394,804	)
Total stockho

SEC Form 10-Q filed by Rubicon Technologies Inc.