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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~~June 3130, 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
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~~N/A*

On June 7, 2024, our Class A common stock was suspended from trading on the New York Stock Exchange and began trading under the symbol “RBTC” on the OTC Pink Marketplace maintained by the OTC Markets Group, Inc.

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~~August 20, 2024, 5468,~~761~~914,~~991~~ 542 shares of Class A Common Stock, par value $0.0001 per share, and 1771,~~074,899~~ 305 shares of Class V Common Stock, par value $0.0001 per share, were issued and outstanding; and 20,000 shares of Series A Convertible Perpetual Preferred Stock, $0.0001 par value, 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		3845
Item 3. Quantitative and Qualitative Disclosures About Market Risk		5666
Item 4. Controls and Procedures		5667
PART II - OTHER INFORMATION
Item 1. Legal Proceedings		5868
Item 1A. Risk Factors		5868
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		5868
Item 3. Defaults Upon Senior Securities		5868
Item 4. Mine Safety Disclosures		5868
Item 5. Other Information		5868
Item 6. Exhibits		5969
Signatures		6070

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

RUBICON TECHNOLOGIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(in thousands, except per share data)

	March 31,			December 31,
	June 30, 2024			December 31, 2023
	2024			2023
ASSETS
Current Assets:
Cash and cash equivalents	$	138,~~846~~153		$	18,695
Accounts receivable, net		5254,~~049~~791			62,930
Contract assets, net		59,574			75,567
Contract assets		54,917			75,567
Prepaid expenses		2021,~~172~~431			13,197
Current assets of discontinued operations		~~6,338~~-			5,257
Other current assets		3,915			3,742
Due from affiliates		1,276			-
Total Current Assets		155,894			179,388
Other current assets		2,811			3,742
Property and equipment, net		525			632
Total Current Assets		143,379			179,388
Operating right-of-use assets		331			567
Property and equipment, net		466			632
Other noncurrent assets		1,912			2,114
Operating right-of-use assets		1,287			567
Goodwill		19,872			19,872
Other noncurrent assets		1,661			2,114
Intangible assets, net		6,472			7,111
Goodwill		20,692			19,872
Noncurrent assets of discontinued operations		13,321			13,603
Intangible assets, net		5,831			7,111
Total Assets	$	198,327		$	223,287
Noncurrent assets of discontinued operations		-			13,603
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
Total Assets	$	173,316		$	223,287
LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK, AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable	$	7561,~~799~~412		$	65,465
Line of credit		7152,~~978~~179			71,121
Accrued expenses		5562,~~260~~914			76,645
Contract liabilities		1,~~415~~229			1,499
Operating lease liabilities, current		~~398~~215			725
Warrant liabilities		29,~~697~~506			26,493
Derivative liabilities		108,~~349~~825			9,375
Current liabilities of discontinued operations		8,117			6,216
Long-term debt, current portion		50,926			-
Total Current Liabilities		226,013			257,539
Current liabilities of discontinued operations		-			6,216
Total Current Liabilities		247,206			257,539
Long-Term Liabilities:
Deferred income taxes		~~202~~258			197
Debt obligations, net of deferred debt charges		85,621			81,001
Operating lease liabilities, noncurrent		1,087			-
Related-party debt obligations, net of deferred debt charges		16,824			16,302
Debt obligations, net of debt issuance costs		1,422			81,001
Derivative liabilities		1,564			3,683
Related-party debt obligations, net of debt issuance costs		17,363			16,302
Earn-out liabilities		31			142
Derivative liabilities		-			3,683
Other long-term liabilities		3,015			3,395
Earn-out liabilities		9			142
Total Long-Term Liabilities		107,257			104,720
Other long-term liabilities		2,640			3,395
Total Liabilities		333,270			362,259
Total Long-Term Liabilities		22,779			104,720
Commitments and Contingencies (Note 16)
Total Liabilities		269,985			362,259
Stockholders’ (Deficit) Equity:
Redeemable convertible preferred class A stock, $0.0001 par value; 10,000,000 shares authorized and 20,000 shares issued and outstanding as of June 30, 2024 and 0 shares issued and outstanding as of December 31, 2023, respectively. (Aggregate liquidation preference and aggregate redemption amount of $20,236)		15,661			-
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
Stockholders’ Deficit:
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		-			-
Common stock – Class A, par value of $0.0001 per share, 690,000,000 shares authorized, 68,914,542 and 39,643,584 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively		7			4
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		-			-
Common stock – Class V, par value of $0.0001 per share, 275,000,000 shares authorized, 776,097 and 4,425,388 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively		-			-
Additional paid-in capital		267,772			221,986
Preferred stock – par value of $0.0001 per share, 10,000,000 shares authorized, 0 issued and outstanding as of June 30, 2023 and December 31, 2022, respectively		-			-
Accumulated deficit		(410,475	)		(394,804	)
Additional paid-in capital		266,189			221,986
Total stockholders’ deficit attributable to Rubicon Technologies, Inc.		(142,698	)		(172,814	)
Accumulated deficit		(384,444	)		(394,804	)
Noncontrolling interests		7,755			33,842
Total stockholders’ deficit attributable to Rubicon Technologies, Inc.		(118,248	)		(172,814	)
Total Stockholders’ Deficit		(134,943	)		(138,972	)
Noncontrolling interests		5,918			33,842
Total Liabilities and Stockholders’ (Deficit) Equity	$	198,327		$	223,287
Total Stockholders’ Deficit		(112,330	)		(138,972	)
Total Liabilities, Redeemable Convertible Preferred Stock, and Stockholders’ Deficit	$	173,316		$	223,287

The accompanying notes to the condensed consolidated financial statements are an integral part of these statements.

RUBICON TECHNOLOGIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(in thousands, except per share data)

	Three Months Ended March 31,
	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Revenue:
Service	$	~~147~~146,~~252~~725		$	~~164~~158,~~324~~027		$	293,978		$	322,350
Recyclable commodity		1516,~~810~~422			1413,~~733~~923			32,232			28,656
Total revenue		163,~~062~~147			~~179~~171,~~057~~950			326,210			351,006
Costs and Expenses:
Cost of revenue (exclusive of amortization and depreciation):
Service		~~140~~143,~~347~~575			~~157~~149,~~514~~307			283,922			306,821
Recyclable commodity		14,~~055~~893			1311,~~187~~968			28,947			25,155
Total cost of revenue (exclusive of amortization and depreciation)		~~154~~158,~~402~~468			~~170~~161,~~701~~275			312,869			331,976
Sales and marketing		12,~~688~~332			21,~~445~~947			4,020			4,391
Product development		65,~~625~~271			76,~~441~~568			11,896			14,009
General and administrative		1310,~~086~~667			1813,~~188~~698			23,754			31,886
Gain on settlement of incentive compensation		-			~~(18,622~~-	)		-			(18,622	)
Amortization and depreciation		~~931~~950			1,~~113~~074			1,881			2,187
Total Costs and Expenses		~~176~~177,~~732~~688			~~181~~184,~~266~~562			354,420			365,827
Loss from Operations		(13,670	)		(2,209	)
Loss from continuing operations		(14,541	)		(12,612	)		(28,210	)		(14,821	)
Other Income (Expense):
Interest earned		3226			15			59			6
Gain (loss) on change in fair value of warrant liabilities		103,~~577~~718			(55414	)		13,469			(469	)
Gain on change in fair value of earnout liabilities		~~111~~22			~~4,820~~470			133			5,290
Loss on change in fair value of derivatives		(~~1,299~~721	)		(~~2,198~~335	)		(2,020	)		(2,533	)
Gain on service fee settlements in connection with the Mergers		-			~~632~~6,364			-			6,996
Loss on extinguishment of debt obligations		-(8,782	)		(26,~~103~~783	)		(8,782	)		(8,886	)
Interest expense		(108,~~750~~413	)		(78,~~176~~119	)		(19,163	)		(15,295	)
Related party interest expense		(~~522~~540	)		(~~593~~661	)		(1,062	)		(1,254	)
Other expense		(951	)		(421	)
Other expense, net		(666	)		(482	)		(1,617	)		(903	)
Total other income (expense)		(2,802	)		(7,093	)
Total Other Expense, Net		(15,356	)		(9,955	)		(18,983	)		(17,048	)
Loss from continuing operations before income taxes		(16,472	)		(9,302	)
Loss from Continuing Operations Before Income Taxes		(29,897	)		(22,567	)		(47,193	)		(31,869	)
Income tax expense		12102			1617			114			33
Net loss from continuing operations		(16,484	)		(9,318	)
Net Loss from Continuing Operations, net of tax	$	(29,999	)	$	(22,584	)	$	(47,307	)		(31,902	)
Discontinued operations:
Discontinued Operations:
Loss from discontinued operations before income taxes		(669	)		(133	)
Loss from discontinued operations		(456	)		(233	)		(1,125	)		(366	)
Income tax expense		-			-
Net gain on sale of discontinued operations		59,674			-			59,674			-
Net loss from discontinued operations		(669	)		(133	)
Income tax expense		(1,881	)		-			(1,881	)		-
Net loss	$	(17,153	)	$	(9,451	)
Net income (loss) from discontinued operations, net of tax		57,337			(233	)		56,668			(366	)
Net loss from continuing operations attributable to noncontrolling interests		(1,437	)		(6,234	)
Net income (loss)		27,338			(22,817	)		9,361			(32,268	)
Net loss from continuing operations attributable to Class A common stockholders	$	(15,047	)	$	(3,084	)
Net loss from continuing operations attributable to noncontrolling interests		(479	)		(9,508	)		(1,915	)		(15,742	)
Net loss from discontinued operations attributable to noncontrolling interests		(45	)		(88	)
Net loss from continuing operations attributable to Class A common stockholders		(29,520	)		(13,076	)		(45,392	)		(16,160	)
Net loss from discontinued operations attributable to Class A common stockholders	$	(624	)	$	(45	)
Net income (loss) from discontinued operations attributable to noncontrolling interests		960			(107	)		914			(195	)
Net loss from continuing operations per Class A Common share – basic and diluted	$	(0.33	)	$	(0.41	)
Net income (loss) from discontinued operations attributable to Class A common stockholders	$	56,377		$	(126	)	$	55,754		$	(171	)
Net loss from discontinued operations per Class A Common share – basic and diluted	$	(0.01	)	$	(0.01	)
Net loss from continuing operations per Class A Common share – basic and diluted		(0.32	)		(0.98	)		(0.65	)		(1.56	)
Weighted average shares outstanding – basic and diluted		46,068,599			7,427,116
Net earnings (loss) from discontinued operations per Class A Common share – basic and diluted		0.61			(0.01	)		0.80			(0.02	)
Net earnings (loss) per Class A Common share – basic and diluted		0.29			(0.99	)		0.15			(1.58	)
Weighted average shares outstanding – basic		58,854,594			13,276,407			52,461,596			10,367,920
Weighted average shares outstanding – diluted		58,854,594			13,276,407			52,461,596			10,367,920

The accompanying notes to the condensed consolidated financial statements are an integral part of these statements.

RUBICON TECHNOLOGIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ (DEFICIT) ~~EQUITY~~ (UNAUDITED)

(in thousands, except shares and units data)

		Common Stock –					Common Stock –									Additional					Non
		Common Stock – Class A (As Revised)					Common Stock – Class V					Preferred Stock				Additional Paid-in Capital		Accumulated Deficit			Non-controlling Interest				Total Deficit
		Class A					Class V					Preferred Stock				Paid-in		Accumulated			controlling				Total
		Shares			Amount		Shares			Amount		Shares		Amount		(As Revised)		(As Revised)			(As Revised)				(As Revised)
		Shares			Amount		Shares			Amount		Shares		Amount		Capital		Deficit			Interest				Deficit
Balance, December 31, 2023	-		39,643,584		$	4		4,425,388		$	-		-	$	-	$	221,986	$	(394,804	)	$	33,842		-	$	(138,972	)
Balance, December 31, 2023			39,643,584		$	4		4,425,388		$	-		-	$	-	$	221,986	$	(394,804	)	$	33,842			$	(138,972	)
Equity-based compensation			-			-		-			-		-		-		563		-			-				563
Issuance of common stock for services rendered			2,246,182			-		-			-		-		-		3,750		-			-				3,750
RSU Settlement			(32,446	)		-		-			-		-		-		-		-			-				-
Issuance of common stock for the FPA Termination Agreement Settlement			1,~~656~~657,727			-		-			-		-		-		2,000		-			-				2,000
Exchange of Class V Common Stock to Class A Common Stock			3,350,489			-		(3,350,489	)		-		-		-		24,605		-			(24,605	)			-
Exercise and conversion of liability classified warrants			35,~~831~~541,~~232~~523			1		-			-		-		-		45,~~023~~096		-			-				45,~~024~~097
Reclassification of liability classified warrants to equity			-			-		-			-		-		-		10,845		-			-				10,845
Net loss	-		-			-		-			-		-		-		-		(16,497	)		(1,482	)	-		(17,979	)
Exercise and conversion of equity classified warrants			1,710,291			-		-			-		-		-		-		-			-				-
Balance, March 31, 2024, as revised	-		52,406,059		$	5		1,074,899		$	-		-	$	-	$	258,000	$	(411,301	)	$	7,755		-	$	(145,541	)
Net loss			-			-		-			-		-		-		-		(15,671	)		(1,482	)			(17,153	)
Equity-based compensation			-			-		-			-		-		-		531									531
Balance, March 31, 2024			52,406,059		$	5		1,074,899		$	-		-	$	-	$	267,772	$	(410,475	)	$	7,755			$	(134,943	)
Issuance of common stock for services rendered			8,423,303			1		-			-		-		-		3,394		-			-				3,395
RSU Settlement			192,027			-		-			-		-		-		-		-			-				-
Exchange of Class V Common Stock to Class A Common Stock			298,802			-		(298,802	)		-		-		-		2,318		-			(2,318	)			-
Exercise and conversion of liability classified warrants			7,594,351			1		-			-		-		-		1,946		-			-				1,947
Net income	-		-			-		-			-		-		-		-		26,857			481		-		27,338
Balance, June 30, 2024	-		68,914,542		$	7		776,097		$	-		-	$	-	$	266,189	$	(384,444	)	$	5,918		-	$	(112,330	)

	Common Stock –				Common Stock –								Additional						Non
	Class A				Class V				Preferred Stock				Paid-in			Accumulated			controlling			Total
	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		-		-		-		-		-		-		9,302			-			-			9,302
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		-		-		-		-		-		-			-			-			-
RSUs withheld to pay taxes		-		-		-		-		-		-		(1,067	)		-			-			(1,067	)
Conversion of debt obligations to common stock		356,246		-		-		-		-		-		3,130			-			-			3,130
Proceeds from issuance of common stock		152,778		-		-		-		-		-		1,100			-			-			1,100
Net loss		-		-		-		-		-		-		-			(3,129	)		(6,322	)		(9,451	)
Balance, March 31, 2023		9,123,611	$	1		14,432,992	$	1		-	$	-	$	58,314		$	(340,989	)	$	142,425		$	(140,248	)

RUBICON TECHNOLOGIES, INC. AND SUBSIDIARIES

~~The~~CONDENSED CONSOLIDATED ~~accompanying~~STATEMENTS ~~notes~~OF toSTOCKHOLDERS’ ~~the~~DEFICIT ~~condensed~~(UNAUDITED) ~~consolidated financial statements are an integral part of these statements.~~(Continued)

4(in thousands, except shares and units data)

RUBICON TECHNOLOGIES, INC. AND SUBSIDIARIES


	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		-	$	-		55,886,692	$	6		115,463,646		$	12			-	$	-	$	34,658		$	(337,875	)	$	148,747		$	(154,452	)

Equity-based compensation		-		-		-		-		-			-			-		-		9,302			-			-			9,302

Issuance of common stock for services rendered		-		-		9,318,052		1		-			-			-		-		10,244			-			-			10,245

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

Issuance of common stock for vested RSUs		-		-		3,711,682		-		-			-			-		-		-			-			-			-

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

Conversion of debt obligations to common stock		-		-		2,849,962		-		-			-			-		-		3,130			-			-			3,130

Proceeds from issuance of common stock		-		-		1,222,222		-		-			-			-		-		1,100			-			-			1,100

Net loss		-		-		-		-		-			-			-		-		-			(3,129	)		(6,322	)		(9,451	)

Balance, March 31, 2023		-	$	-		72,988,610	$	7		115,463,646		$	12			-	$	-	$	58,312		$	(341,004	)	$	142,425		$	(140,248	)

Equity-based compensation		-		-		-		-		-			-			-		-		1,803			-			-			1,803

Issuance of common stock for vested DSUs		-		-		84,818		-		-			-			-		-		-			-			-			-

Conversion of debt obligations to common stock		-		-		17,288,298		2		-			-			-		-		7,714			-			-			7,716

Exercise and conversion of liability classified warrants		-		-		2,559,375		-		-			-			-		-		1,073			-			-			1,073

Proceeds from issuance of common stock		-		-		56,836,444		6		-			-			-		-		23,661			-			-			23,667

Exchange of Class V Common Stock to Class A Common Stock		-		-		80,060,825		8		(80,060,825	)		(8	)		-		-		94,270			-			(94,270	)		-

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

Net loss		-		-		-		-		-			-			-		-		-			(13,202	)		(9,615	)		(22,817	)

Balance, June 30, 2023		-	$	-		229,818,370	$	23		35,402,821		$	4			-	$	-	$	186,802		$	(354,206	)	$	38,540		$	(128,838	)

~~CONDENSED~~The accompanying ~~CONSOLIDATED~~notes ~~STATEMENTS~~to OFthe ~~CASH~~condensed ~~FLOWS~~consolidated ~~(UNAUDITED)~~financial statements are an integral part of these statements.

~~(in thousands)~~4

	Three Months Ended March 31,
	2024			2023
Cash flows from operating activities:
Net loss	$	(17,153	)	$	(9,451	)
Net loss from discontinued operations		669			133
Adjustments to reconcile net loss to net cash flows from operating activities:
Loss on disposal of property and equipment		-			5
Amortization and depreciation		931			1,113
Amortization of deferred debt charges		3,808			1,237
Amortization of related party deferred debt charges		132			265
Paid-in-kind interest capitalized to principal of debt obligations		961			1,014
Paid-in-kind interest capitalized to principal of related party debt obligations		390			328
Allowances for accounts receivables and contract assets		598			745
(Gain) Loss on change in fair value of warrant liabilities		(10,577	)		55
Loss on change in fair value of derivatives		1,299			2,198
Gain on change in fair value of earn-out liabilities		(111	)		(4,820	)
Loss on extinguishment of debt obligations		-			2,103
Equity-based compensation		563			9,302
Settlement of accrued incentive compensation		-			(26,826	)
Service fees settled in common stock		3,750			3,808
Gain on service fee settlement in connection with the Mergers		-			(632	)
Deferred income taxes		5			12
Change in operating assets and liabilities:
Accounts receivable		10,284			(2,161	)
Contract assets		15,994			2,076
Prepaid expenses		(7,123	)		235
Other current assets		(202	)		(426	)
Operating right-of-use assets		235			304
Other noncurrent assets		71			(120	)
Accounts payable		9,541			7,061
Accrued expenses		(19,383	)		875
Contract liabilities		(84	)		(272	)
Operating lease liabilities		(327	)		(454	)
Other liabilities		(383	)		180
Net cash flows from operating activities – continuing operations		(6,112	)		(12,113	)
Net cash flows from operating activities – discontinued operations		432			(303	)
Net cash flows from operating activities		(5,680	)		(12,416	)
Cash flows from investing activities:
Property and equipment purchases		(26	)		(325	)
Net cash flows from investing activities		(26	)		(325	)
Cash flows from financing activities:
Net borrowings on Revolving Credit Facility		-			201
Net borrowings on June 2023 Revolving Credit Facility		857			-
Proceeds from debt obligations		-			11,226
Repayments of debt obligations		-			(11,500	)
Proceeds from related party debt obligations		-			14,520
Financing costs paid		-			(1,275	)
Proceeds from issuance of common stock		-			1,100
RSUs withheld to pay taxes		-			(1,067	)
Net cash flows from financing activities		857			13,205
Net change in cash and cash equivalents		(4,849	)		464
Cash and cash equivalents, beginning of period		18,695			10,079
Cash and cash equivalents, end of period	$	13,846		$	10,543
Less: cash and cash equivalents of discontinued operations	$	-		$	-
Cash and cash equivalents of discontinued operations at end of period	$	13,846		$	10,543
Supplemental disclosure of cash flow information:
Cash paid for interest	$	5,393		$	3,648
Supplemental disclosures of non-cash investing and financing activities:
Exchange of warrant liability for common stock	$	4,219		$	-
Reclassification of liability classified warrants to equity	$	10,845		$	-
Settlement of the FPA Termination Agreement in common stock	$	2,000		$	-
Issuance of common stock for services rendered		3,750
Fair value of derivatives issued as debt discount	$	-		$	475
Fair value of derivatives issued as debt issuance cost	$	-		$	2,887
Conversions of debt obligations to common stock	$	-		$	2,250
Equity issuance costs settled with common stock	$	-		$	7,069
Loan commitment asset reclassed to deferred debt discount	$	-		$	2,062

RUBICON TECHNOLOGIES, INC. AND SUBSIDIARIES

~~The~~CONDENSED CONSOLIDATED ~~accompanying~~STATEMENTS ~~notes~~OF toCASH ~~the~~FLOWS ~~condensed consolidated financial statements are an integral part of these statements.~~(UNAUDITED)

5(in thousands)

RUBICON TECHNOLOGIES, INC. AND SUBSIDIARIES


	Six Months Ended June 30,
	2024			2023
Cash flows from operating activities:
Net income (loss)	$	9,361		$	(32,268	)
Net income (loss) from discontinued operations		56,668			(366	)
Adjustments to reconcile net loss to net cash flows from operating activities:
Loss on disposal of property and equipment		-			13
Amortization and depreciation		2,037			2,172
Amortization of deferred debt charges		6,538			3,338
Amortization of related party deferred debt charges		271			504
Paid-in-kind interest capitalized to principal of debt obligations		2,313			3,473
Paid-in-kind interest capitalized to principal of related party debt obligations		400			641
Allowances for accounts receivables and contract assets		760			1,360
(Gain) loss on change in fair value of warrant liabilities		(13,469	)		469
Loss on change in fair value of derivatives		2,020			2,533
Gain on change in fair value of earn-out liabilities		(133	)		(5,290	)
Loss on extinguishment of debt obligations		8,782			8,886
Equity-based compensation		1,095			11,106
Settlement of accrued incentive compensation		-			(26,826	)
Service fees settled in common stock		7,144			3,808
Gain on service fee settlement in connection with the Mergers		-			(6,995	)
Deferred income taxes		61			17
Change in operating assets and liabilities:
Accounts receivable		11,426			(905	)
Contract assets		21,704			3,863
Prepaid expenses		(8,529	)		(2,667	)
Other current assets		(425	)		(11	)
Operating right-of-use assets		(721	)		622
Other noncurrent assets		117			(112	)
Accounts payable		(4,846	)		(3,082	)
Accrued expenses		(13,664	)		(785	)
Contract liabilities		(269	)		190
Operating lease liabilities		577			(933	)
Other liabilities		(759	)		(1,679	)
Total adjustments and changes in operating assets and liabilities		22,430			(6,290	)
Net cash from operating activities – continuing operations		(24,877	)		(38,192	)
Net cash from operating activities – discontinued operations:
Gain on business disposition – discontinued operations		(59,674	)		-
Adjustments to reconcile net income (loss) to net cash flows from discontinued operations		562			1,249
Net cash from operating activities – discontinued operations		(2,444	)		883
Net cash flows from operating activities		(27,321	)		(37,309	)

Cash flows from investing activities:
Cash flows from investing activities – continuing operations:
Property and equipment purchases		(251	)		(231	)
Net cash from investing activities – continuing operations		(251	)		(231	)
Cash flows from investing activities – discontinued operations:
Property and equipment purchases		-			(397	)
Net cash from sale of business		61,989			-
Net cash from investing activities – discontinued operations		61,989			(397	)
Net cash flows from investing activities		61,738			(628	)

Cash flows from financing activities:
Net repayments on Revolving Credit Facility		(18,942	)		(5,625	)
Proceeds from debt obligations		-			86,226
Repayments of debt obligations		(45,600	)		(53,500	)
Proceeds from related party debt obligations		-			14,520
Financing costs paid		-			(13,916	)
Proceeds from issuance of common stock		-			24,767
Proceeds from issuance of redeemable convertible Class A preferred stock		20,000			-
Equity Issuance Cost		(417	)		(31	)
RSUs withheld to pay taxes		-			(1,067	)
Net cash flows from financing activities		(44,959	)		51,374

Net change in cash and cash equivalents		(10,542	)		13,437
Cash and cash equivalents, beginning of period		18,695			10,079
Cash and cash equivalents, end of period	$	8,153		$	23,516

Supplemental disclosure of cash flow information:
Cash paid for interest	$	9,945		$	7,010

Supplemental disclosures of non-cash investing and financing activities:
Exchange of warrant liability for common stock	$	7,794		$	1,050
Settlement of the FPA Termination Agreement in common stock	$	2,000		$	-
Issuance of common stock for services rendered	$	7,149		$	-
Proceeds allocation between sale of business and issuance of redeemable convertible Class A preferred stock	$	3,922		$	-
Fair value of derivatives issued as debt discount and issuance cost	$	-		$	12,739
Conversions of debt obligations to common stock	$	-		$	5,500
Conversions of related-party debt obligations to common stock	$	-		$	3,080
Equity issuance costs waived	$	-		$	6,364
Equity issuance costs settled with common stock	$	-		$	7,069
Loan commitment asset reclassed to deferred debt discount	$	-		$	2,062

~~NOTES~~The accompanying TOnotes ~~THE~~to ~~CONDENSED~~the ~~CONSOLIDATED~~condensed ~~FINANCIAL~~consolidated ~~STATEMENTS~~financial ~~(UNAUDITED)~~statements are an integral part of these statements.

~~Note 1—Nature of operations and summary of significant accounting policies~~5

~~Description~~RUBICON ~~of Business – Rubicon Technologies~~TECHNOLOGIES, ~~Inc~~INC. ~~and~~AND ~~all subsidiaries are hereafter referred to as “Rubicon” or the “Company.”~~SUBSIDIARIES

~~Rubicon~~NOTES isTO aTHE ~~digital~~CONDENSED ~~marketplace~~CONSOLIDATED ~~for~~FINANCIAL ~~waste~~STATEMENTS and recycling services and provides cloud-based waste and recycling solutions to businesses and governments. Rubicon’s sustainable waste and recycling solutions provide comprehensive management of customers’ waste streams through a platform that powers a modern, digital experience and delivers data-driven insights and transparency for the customers and hauling and recycling partners.(UNAUDITED)

~~Rubicon~~Note ~~also~~1—Nature ~~provides consultation and management services to customers for waste removal, waste management, logistics, and recycling solutions. Consultation and management services include planning, consolidation~~ of ~~billing~~operations and ~~administration,~~summary ~~cost savings analyses, and vendor performance monitoring and management. The combination~~ of ~~Rubicon’s~~significant ~~technology~~accounting ~~and services provides a holistic audit of customer waste streams. Rubicon also provides logistics services and markets and resells recyclable commodities.~~policies

~~Reverse~~Description ~~Stock~~of ~~Split~~Business – OnRubicon ~~September 26~~Technologies, ~~2023,~~Inc. ~~the~~and ~~Company~~all ~~effected~~subsidiaries aare ~~reverse~~hereafter ~~stock~~referred ~~split of its outstanding shares of voting common stock at a ratio of one-for-eight (1:8) pursuant~~ to aas ~~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 New York Stock Exchange (the~~ “~~NYSE~~Rubicon”) beginning with the opening of trading on September 27, 2023. Pursuant to the reverse stock split, every eight shares of the Company’s issued and outstanding shares of common stock were automatically combined into one issued and outstanding share of common stock, without any change in the number of authorized shares or the par value per share of the common stock. 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. Equitable adjustments corresponding to the reverse stock split ratio were made to all (i) issued and outstanding shares of all other classes of stock of the “Company, (ii) the exercise prices of and number of shares of common stock underlying the Company’s public and private warrants, (iii) the number of shares of common stock underlying the Company’s outstanding equity awards, and (iv) the number of shares of common stock issuable under the Company’s equity incentive plan. All share and per share amounts of the common stock included in the accompanying condensed consolidated financial statements and these notes to the condensed consolidated financial statements have been retrospectively adjusted to give effect to the reverse stock split for all periods presented, including reclassifying an amount equal to the reduction in par value to additional paid-in capital.”

~~Mergers –~~ Rubicon ~~Technologies,~~is ~~Inc. was initially incorporated in the Cayman Islands on April 26, 2021 as~~ a ~~special~~digital ~~purposes~~marketplace ~~acquisition company under the name “Founder SPAC” (“Founder”). Founder was formed~~ for ~~the~~waste ~~purpose~~and ofrecycling ~~effectuating~~services aand ~~merger,~~provides ~~capital~~cloud-based waste ~~stock~~and ~~exchange,~~recycling ~~asset~~solutions ~~acquisition,~~to ~~stock~~businesses ~~purchase,~~and ~~reorganization~~governments. orRubicon’s ~~other~~sustainable ~~similar~~waste ~~business~~and ~~combination~~recycling ~~with~~solutions ~~one~~provide orcomprehensive ~~more~~management ~~businesses.~~of Oncustomers’ ~~August 15,~~waste ~~2022~~streams ~~(the~~through ~~“Closing~~a ~~Date”),~~platform ~~Founder~~that ~~consummated~~powers ~~the~~a ~~mergers (the “Mergers”)~~modern, ~~pursuant~~digital toexperience ~~that~~and ~~certain~~delivers data-driven ~~Agreement~~insights and ~~Plan~~transparency offor ~~Merger, dated December 15, 2021 (~~the ~~“Merger~~customers ~~Agreement”)~~and ~~(the~~hauling ~~“Closing”)~~and recycling partners.

InRubicon ~~connection~~also ~~with~~provides ~~the~~consultation ~~Mergers, the Company was reorganized into an Up-C structure, in which substantially all of the assets~~ and ~~business~~management ofservices ~~the~~to ~~Company~~customers ~~are~~for ~~held by Rubicon~~waste ~~Technologies Holdings~~ removal, ~~LLC~~waste ~~(“Holdings LLC”) and continue to operate through Rubicon Technologies Holdings~~management, ~~LLC and its subsidiaries~~logistics, and ~~Rubicon~~recycling ~~Technologies, Inc~~solutions.’s ~~material~~Consultation ~~assets~~and ~~are the equity interests of Rubicon Technologies Holdings, LLC~~management ~~indirectly~~ services ~~held~~include ~~by it. Pursuant to the Merger Agreement~~planning, ~~the~~consolidation ~~Mergers were accounted for as a reverse recapitalization in accordance with generally accepted accounting principles in the United States~~ of ~~America~~billing ~~(“U.S.~~and ~~GAAP”)~~administration, ~~(the~~cost ~~“Reverse~~savings ~~Recapitalization”). Under this method of accounting~~ analyses, ~~Founder~~and ~~was~~vendor ~~treated~~performance asmonitoring ~~the acquired company~~ and ~~Holdings LLC was treated as the acquirer for financial reporting purposes~~management. ~~Accordingly,~~The ~~for~~combination ~~accounting purposes, the Reverse Recapitalization was treated as the equivalent~~ of ~~Holdings~~Rubicon’s ~~LLC~~technology ~~issuing~~and ~~stock~~services ~~for~~provides ~~the~~a ~~net~~holistic ~~assets~~audit of ~~Founder,~~customer ~~accompanied~~waste ~~by a recapitalization~~streams. ~~Thus, the~~Rubicon ~~accompanying~~ also ~~condensed~~provides ~~consolidated~~logistics ~~financial~~services ~~statements reflect (i) the historical operating results of Holdings LLC prior to the Mergers; (ii) the results of Rubicon Technologies, Inc. following the Mergers;~~ and ~~(iii)~~markets ~~the acquired assets~~ and ~~liabilities~~resells ~~of Founder~~recyclable ~~stated at historical cost, with no goodwill or other intangible assets recorded~~commodities. ~~See Note 3 for additional information regarding Mergers~~

~~During~~Reverse ~~the~~Stock ~~first~~Split ~~quarter~~– ofOn ~~2024~~September 26, 2023, the Company’s effected a reverse stock split of its outstanding shares of voting ~~Board~~ common stock at a ratio of ~~Directors~~one-for-eight (~~"Board"~~1:8) ~~approved~~pursuant to a ~~plan~~Certificate of Amendment to ~~sell~~its Certificate of Incorporation filed with the ~~Software-as-a-Service~~Secretary ~~business~~of State of the State of Delaware. The reverse stock split was reflected on the New York Stock Exchange (the “~~SaaS Business~~NYSE”). ~~On May~~beginning 7with the opening of trading on September 27, ~~2024~~2023. Pursuant to the reverse stock split, every eight shares of the Company’s ~~entered~~issued ~~into~~and anoutstanding ~~Asset~~shares ~~Purchase~~of ~~Agreement~~common ~~(the~~stock ~~“Asset~~were ~~Purchase~~automatically ~~Agreement”)~~combined into one issued and ~~sold~~outstanding ~~the~~share ~~SaaS~~of ~~Business.~~common Asstock, awithout ~~result,~~any change in the ~~financial~~number ~~results~~of authorized shares or the par value per share of the ~~SaaS~~common ~~Business~~stock. No fractional shares were ~~reflected~~issued in connection with the ~~accompanying~~reverse ~~condensed~~stock ~~consolidated~~split. ~~statements~~Any stockholder who would otherwise be entitled to receive a fractional share instead became entitled to receive one whole share of ~~operations,~~common ~~retrospectively~~stock in lieu of such fractional share. Equitable adjustments corresponding to the reverse stock split ratio were made to all (i) issued and outstanding shares of all other classes of stock of the Company, as(ii) ~~discontinued~~the ~~operations~~exercise ~~beginning~~prices of and on number ~~January~~of 1shares of common stock underlying the Company’s public and private warrants, ~~2023;~~(iii) the number of shares of common stock underlying the Company’s outstanding equity awards, and (iv) the ~~related~~number ~~assets~~of shares of common stock issuable under the Company’s equity incentive plan. All share and ~~liabilities~~per ~~associated~~share ~~with~~amounts of the ~~discontinued~~common ~~operations~~stock included in the accompanying condensed consolidated financial statements and these notes to ~~balance~~ the ~~sheets~~condensed ~~are~~consolidated ~~classified,~~financial statements have been retrospectively, asadjusted to ~~discontinued~~give ~~operations~~effect asto ofthe ~~December~~reverse 31stock split for all periods presented, ~~2023.~~including ~~See~~reclassifying an ~~Note~~amount 4equal ~~for~~to the reduction in par value to additional ~~information~~paid-in capital.

6Mergers – Rubicon Technologies, Inc. was initially incorporated in the Cayman Islands on April 26, 2021 as a special purposes acquisition company under the name “Founder SPAC” (“Founder”). Founder was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses. On August 15, 2022 (the “Closing Date”), Founder consummated the mergers (the “Mergers”), pursuant to that certain Agreement and Plan of Merger, dated December 15, 2021 (the “Merger Agreement”) (the “Closing”).

~~Basis of~~In ~~Presentation~~connection ~~and~~with ~~Consolidation~~the –Mergers, ~~The~~the ~~accompanying~~Company ~~unaudited~~was ~~condensed~~reorganized ~~consolidated~~into ~~financial~~an ~~statements~~Up-C ~~have~~structure, ~~been~~ in ~~prepared~~which ~~pursuant~~substantially toall ~~U.S.~~of ~~generally~~the ~~accepted~~assets ~~accounting principles (“U.S. GAAP)~~ and ~~reflect~~business ~~all~~of ~~adjustments~~the ~~which~~Company are, ~~in the~~held ~~opinion~~by ofRubicon Technologies ~~management~~Holdings, ~~necessary~~LLC to(“Holdings aLLC”) ~~fair~~and ~~presentation~~continue ofto ~~the~~operate ~~results~~through ofRubicon Technologies ~~the interim periods presented~~Holdings, ~~under~~LLC ~~the rules~~ and ~~regulations~~ ofits ~~the~~subsidiaries, ~~United States Securities~~ and ~~Exchange~~Rubicon ~~Commission~~Technologies, ~~(the “SEC”)~~Inc.’s ~~These~~material ~~condensed~~assets ~~consolidated~~are ~~financial statements~~the ~~include~~equity ~~all~~interests ~~adjustments consisting~~ of ~~only~~Rubicon ~~normal~~Technologies ~~recurring adjustments~~Holdings, ~~necessary~~LLC ~~for~~indirectly held aby ~~fair~~it. ~~statement~~Pursuant ofto the ~~results~~Merger of Agreement, the ~~interim~~Mergers ~~periods~~were ~~presented.~~accounted ~~The~~for ~~Company’s~~as ~~condensed~~a reverse ~~consolidated~~recapitalization ~~financial~~in ~~statements~~accordance ~~include~~with ~~the~~generally ~~accounts~~accepted ofaccounting ~~Rubicon~~principles ~~Technologies,~~ in ~~Inc.,~~the ~~and~~United ~~subsidiaries.~~States ~~The~~of ~~Company’s~~America ~~condensed~~(“U.S. ~~consolidated~~GAAP”) ~~financial statements reflect~~ (the ~~elimination~~“Reverse ofRecapitalization”). ~~all~~Under ~~significant~~ this ~~inter-company~~method ~~accounts~~of ~~and~~accounting, ~~transactions.~~Founder ~~The~~was ~~results~~treated ofas ~~operations for~~ the ~~interim~~acquired ~~periods~~company ~~presented~~and ~~are~~Holdings LLC ~~not~~was ~~necessarily indicative~~treated ofas the ~~results~~acquirer ~~to be expected~~ for ~~any~~financial ~~subsequent~~reporting ~~quarter~~purposes. orAccordingly, for accounting ~~the entire year ending December 31~~purposes, ~~2024.~~the ~~Certain information~~Reverse ~~and~~Recapitalization ~~note~~was ~~disclosures~~treated ~~normally~~as ~~included in~~ the ~~Company’s~~equivalent ~~annual audited consolidated financial statements and~~of ~~accompanying~~ Holdings ~~notes~~LLC ~~prepared~~issuing instock ~~accordance~~for ~~with~~the ~~U.S.~~net ~~GAAP~~assets ~~have~~of ~~been condensed in~~Founder, oraccompanied ~~omitted~~by ~~from,~~a ~~these interim financial statements~~recapitalization. ~~Accordingly~~ Thus, ~~these~~the ~~unaudited~~accompanying condensed consolidated financial statements ~~should~~reflect be(i) ~~read in conjunction with~~ the ~~consolidated~~ historical ~~financial~~operating ~~statements~~results ~~and~~of ~~related~~Holdings ~~notes~~LLC prior to the ~~consolidated~~Mergers; ~~financial~~(ii) ~~statements for~~ the ~~fiscal~~results of ~~year~~Rubicon ~~ended December 31~~Technologies, ~~2023~~Inc. ~~included~~following inthe Mergers; and (iii) the ~~Company’s~~acquired ~~Annual~~assets and ~~Report~~liabilities onof ~~Form~~Founder ~~10-K~~stated ~~filed~~at historical cost, with ~~the~~no ~~SEC~~goodwill onor ~~March 28,~~other ~~2024~~intangible assets recorded.

Liquidity and going concern consideration – For the three months ended March 31, 2024, and in each fiscal period since the Company’s inception, it has incurred losses from operations and generated negative cash flows from operating activities. The Company also has negative working capital and stockholders’ deficit as of March 31, 2024.6

AsSale of ~~March 31,~~Business ~~2024,~~– ~~cash~~During ~~and~~the ~~cash equivalents~~first ~~totaled~~quarter ~~$13.8~~of 132024,~~846 million,~~ ~~accounts~~the ~~receivable~~Company’s ~~totaled~~Board ~~$52.0~~of ~~52,049 million~~Directors ~~and~~(“Board”) ~~unbilled~~approved ~~accounts~~a ~~receivable~~plan ~~totaled~~to ~~$60.0 million.~~sell ~~Availability~~the ~~under~~Software-as-a-Service business (the ~~June 2023~~“SaaS ~~Revolving~~Business”). ~~Credit~~On ~~Facility~~May 7, ~~(as~~2024, ~~defined~~the inCompany ~~Note~~entered ~~6),~~into ~~which~~an ~~provided~~Asset Purchase Agreement (the ~~ability~~“Asset toPurchase ~~borrow~~Agreement”) and completed up the tosale ~~$90~~of SaaS Business.~~0 million,~~ ~~was~~In ~~$-0-, while~~connection with the ~~June 2023~~Sale, ~~Revolving~~the ~~Credit~~Company ~~Facility~~recognized isa ~~scheduled~~gain toof ~~mature~~$59.7 million on ~~March 9,~~the ~~2025.~~sale ~~Pursuant~~of toSaaS Business during the ~~Cantor~~period ~~Sales Agreement~~ended June 30, ~~the~~2024 ~~Company~~presented ~~may~~within ~~offer~~the ~~and~~accompanying ~~sell~~condensed upconsolidated tostatement ~~$50~~of operations.0 ~~million~~ See ofNote ~~shares~~4 offor ~~Class~~additional Ainformation. ~~Common~~In ~~Stock~~conjunction ~~through~~to ~~Cantor.~~the ~~However,~~sale itof isSaaS ~~uncertain~~Business, ~~how~~the ~~quickly~~Company ~~Cantor~~also ~~will~~entered beinto ~~able~~a toSecurities ~~sell~~Purchase ~~such shares~~Agreement of(the ~~Class~~“Purchase AAgreement” ~~Common~~or ~~Stock~~“SPA”) atwith MBI ~~the~~Holdings, ~~price~~LP (the ~~Company~~“Buyer”), ~~requests~~an toaffiliate ~~deliver~~of ~~additional~~Rodina ~~liquidity~~Capital to(“Rodina”). ~~the~~See ~~Company~~Note 12 for additional information.

~~The~~Basis ~~Company~~of ~~currently~~Presentation ~~projects~~and ~~that~~Consolidation it– ~~will~~The ~~not~~accompanying unaudited condensed consolidated financial statements have ~~sufficient~~been prepared ~~cash~~pursuant onto ~~hand~~U.S. orgenerally ~~available~~accepted ~~liquidity~~accounting ~~under~~principles ~~existing~~(“U.S. ~~arrangements~~GAAP) and reflect all adjustments which are, in the opinion of management, necessary to ~~meet~~a fair presentation of the results of the interim periods presented, under the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). These condensed consolidated financial statements include all adjustments consisting of only normal recurring adjustments, necessary for a fair statement of the results of the interim periods presented. The Company’s ~~projected~~condensed ~~liquidity~~consolidated ~~needs~~financial statements include the accounts of Rubicon Technologies, Inc., and subsidiaries. The Company’s condensed consolidated financial statements reflect the elimination of all significant inter-company accounts and transactions. The results of operations for the ~~next~~interim periods 12presented ~~months~~are not necessarily indicative of the results to be expected for any subsequent quarter or for the entire year ending December 31, 2024. AsCertain ainformation ~~result~~and note disclosures normally included in the Company’s annual audited consolidated financial statements and accompanying notes prepared in accordance with U.S. GAAP have been condensed in, ~~there~~or isomitted ~~substantial~~from, ~~doubt~~these ~~about~~interim financial statements. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes to the consolidated financial statements for the fiscal year ended December 31, 2023 included in the Company’s ~~ability~~Annual Report on Form 10-K filed with the SEC on March 28, 2024 and Form 10-K/A filed with SEC on May 20, 2024 due to ~~continue~~restatements asrelated ato ~~going~~additional ~~concern~~paid-in capital and noncontrolling interest.

ToLiquidity ~~address liquidity needs, the Company has been working to execute various initiatives to modify its operations to reduce spending~~ and ~~improve~~going ~~cash~~concern ~~flow.~~consideration ~~Initiatives~~– ~~the~~The Company has ~~undertaken~~ inhistorically ~~recent~~incurred ~~periods~~losses ~~include~~from ~~(i)~~operations ~~increased focus on operational efficiencies~~ and ~~cost~~generated ~~reduction~~negative ~~measures,~~cash ~~(ii)~~flows ~~eliminating~~from ~~redundancies~~operating ~~that~~ activities. ~~have~~The ~~been~~Company ~~the~~also ~~byproduct~~has ofnegative ~~the~~working ~~Company’s~~capital ~~recent growth~~ and ~~expansion, (iii) evaluating the Company~~stockholders’s ~~portfolio~~deficit ~~and~~as ~~less profitable~~of ~~accounts~~June 30, to2024. ~~better~~The ~~ensure the~~ Company ishas ~~deploying~~net ~~resources~~income ~~efficiently, and (iv) exercising strict capital discipline~~ for ~~future~~ ~~investments,~~the ~~such~~six asmonths ~~requiring~~ended ~~investments to meet minimum hurdle rates. Additionally, on May~~June 730, 2024, ~~the~~primarily ~~Company~~driven ~~completed~~ by the gain on sale of its SaaS ~~Business~~business, ~~and~~see ~~entered into the Rodina SPA (as defined in~~ Note ~~20)~~4 ~~which~~– ~~provided~~Discontinued ~~the~~operations ~~Company with additional cash (see Note 3~~ and ~~Note~~business 20disposition for further ~~information)~~details.

~~The~~As ~~Company~~of ~~believes~~June 30, ~~that~~2024, ~~additional~~cash ~~capital~~and ~~will~~cash equivalents betotaled ~~needed~~$8.2 to8,153 million, ~~provide~~accounts ~~sufficient~~receivable ~~liquidity~~totaled to$54.8 54,791 ~~meet~~million and unbilled accounts receivable totaled $54.9 million. Through the sale of SaaS Business, the Company’s ~~known~~received ~~liquidity~~cash ~~needs~~for a total amount of $81.7 million, of which $57 million was used to prepay the outstanding balances for the ~~next~~June 2023 12Term ~~months~~Loan ~~given~~(as ~~that~~defined in Note 6) and the June 2023 Revolving Credit Facility is(as ~~scheduled~~defined in Note 6), $20 million was used to ~~mature~~repay the outstanding balances for accounts payable, and $3.2 million was used to pay expenses incurred for the ~~borrowings~~sale. Availability under the ~~facility~~June 2023 ~~will~~Revolving ~~become~~Credit ~~due~~Facility, ~~and~~which provided ~~payable~~the onability ~~the~~to ~~maturity~~borrow ~~date~~up to $90.0 ~~However~~million, ~~while~~was ~~management~~$0.2 ~~believes~~million, and the ~~Company~~June 2023 ~~will~~Revolving beCredit ~~able~~Facility is scheduled to ~~obtain~~mature ~~additional~~on ~~capital~~March 9, ~~through~~2025. ~~debt~~In ~~and~~conjunction ~~equity~~to ~~financing~~the sale of SaaS Business, ~~including~~the ~~sales~~Company ofalso ~~Class~~entered Ainto ~~Common~~side ~~Stock~~letters ~~under~~with lenders of the ~~Cantor~~June 2023 ~~Sales~~Term ~~Agreement~~Loan, to the ~~extent~~June 2023 ~~necessary~~Revolving Credit Facility, and the December 2021 Subordinated Term Loan. All side letters required the Company ~~has~~to ~~obtained~~initiate noa ~~firm~~sale ~~commitment~~process ~~from~~to ~~current~~sell all or ~~prospective~~substantially ~~investors~~all toof ~~date~~the equity interests and assets noof ~~assurance~~the ~~can~~Company bewithin ~~provided~~300 ~~that~~days ~~such~~of ~~additional~~the ~~financing~~completion ~~will~~of bethe ~~obtained~~sale atof ~~the~~SaaS ~~level~~Business ~~acceptable~~on toMay 7, ~~the~~2024. ~~Company~~The ~~within~~letter required two milestones of the ~~necessary~~sale ~~timeframe~~process, if(i) atwithin ~~all.~~four-months ~~Failure~~of toMay 7, ~~secure~~2024, ~~sufficient~~the ~~additional~~Company ~~funding~~should inenter into a ~~timely~~binding ~~manner~~letter orof atintent to ~~all~~consummate ~~will~~the ~~impact~~sale of the Company’s ~~liquidity~~and (ii) within ten-months of May 7, ~~including~~2024, ~~its~~the ~~ability~~Company toshould ~~service~~consummate ~~its~~the ~~debt~~sale of the Company and ~~other~~repay ~~liabilities,~~the outstanding balances of the debts in full. If any of the milestones are not met and ~~may~~such ~~require~~failure is not cured by the Company toin ~~modify~~accordance with such terms, ~~delay~~the outstanding balances for the June 2023 Term Loan, orthe ~~abandon~~June 2023 Revolving ~~some~~Credit ofFacility, ~~its~~and ~~planned~~the ~~future~~December 2021 ~~expansion~~Subordinated orTerm ~~development~~Loan will become due in full within ten months of May 7, or2024. toThe ~~otherwise~~side ~~enact~~letters ~~additional~~effectively ~~operating~~accelerate ~~cost~~the ~~reductions~~maturity ~~available~~of tothe ~~management~~June 2023 Term Loan, ~~which~~the ~~could~~June 2023 ~~have~~Revolving Credit aFacility, ~~material~~and ~~adverse~~the ~~effect~~December 2021 Subordinated Term Loan, resulting in potential negative impacts on the Company’s cash ~~business,~~position ~~operating~~and ~~results,~~liquidity. ~~financial~~Pursuant ~~condition,~~to ~~and~~the ~~could~~Cantor ~~force~~Sales Agreement, the Company may offer and sell up to ~~limit~~$50.0 ~~its~~million ~~business~~shares ~~activities~~of Class orA ~~discontinue~~Common ~~its~~Stock ~~operations~~through ~~entirely~~Cantor. However, it is uncertain how quickly Cantor will be able to sell such shares of Class A Common Stock at the price the Company requests to deliver additional liquidity to the Company.

The accompanying consolidated financial statements are prepared in accordance with U.S. GAAP applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Accordingly, the accompanying consolidated financial statements do not include any adjustments that may result from the outcome of these uncertainties.7

7The Company currently projects that it will not have sufficient cash on hand or available liquidity under existing arrangements to meet the Company’s projected liquidity needs for the next 12 months. As a result, there is substantial doubt about the Company’s ability to continue as a going concern.

~~Segments~~To –address ~~The~~liquidity needs, the Company ~~operates~~has inbeen ~~one~~working ~~operating~~to ~~segment.~~execute ~~Operating~~various ~~segments~~initiatives to ~~are~~modify ~~defined~~its asoperations ~~components~~to ofreduce anspending ~~enterprise~~and ~~about~~improve ~~which~~cash ~~separate~~flow. ~~financial~~Initiatives ~~information~~the Company ishas ~~evaluated~~undertaken ~~regularly~~in byrecent ~~the~~periods ~~chief~~include ~~operating~~(i) ~~decision~~increased ~~maker~~focus on operational efficiencies and cost reduction measures, (~~“CODM”~~ii) ineliminating ~~deciding~~redundancies ~~how~~that tohave been ~~allocate~~the ~~resources~~byproduct of the Company’s recent growth and ~~assessing~~expansion, ~~performance.~~(iii) ~~The~~evaluating the Company’s ~~CODM~~portfolio ~~role~~and isless ~~fulfilled~~profitable byaccounts to better ensure the ~~Executive~~Company ~~Leadership~~is ~~Team~~deploying resources efficiently, and (~~“ELT”~~iv) exercising strict capital discipline for future investments, such ~~who~~as ~~allocates~~requiring ~~resources~~investments to meet minimum hurdle rates. Additionally, on May 7, 2024, the Company completed the sale of its SaaS Business (see Note 4 for further information) and ~~assesses~~entered ~~performance~~into ~~based~~the ~~upon~~Rodina ~~consolidated~~SPA ~~financial~~(see Note 12 for further information) which provided the Company with additional cash.

~~Use~~The ofCompany ~~Estimates~~believes –that ~~The~~additional ~~preparation~~capital ofwill ~~condensed~~be ~~consolidated~~needed ~~financial~~to ~~statements~~provide insufficient liquidity ~~conformity~~to ~~with~~meet ~~U.S.~~the ~~GAAP~~Company’s ~~requires~~known ~~management~~liquidity toneeds ~~make~~for ~~certain~~the ~~estimates~~next ~~and~~12 ~~assumptions~~months given that ~~affect~~the June 2023 Revolving Credit Facility is scheduled to mature and the ~~reported~~borrowings ~~amounts~~under ofthe facility ~~assets~~will become due and ~~liabilities~~payable on the maturity date. However, while management believes the Company will be able to obtain additional capital through debt and ~~disclosures~~equity financing, including sales of ~~any~~Class ~~contingent~~A ~~assets~~Common Stock under the Cantor Sales Agreement, to the extent necessary, the Company has obtained no firm commitment from current or prospective investors to date and ~~liabilities~~no assurance can be provided that such additional financing will be obtained at the ~~date~~level ofacceptable to the ~~condensed~~Company ~~consolidated~~within ~~financial~~the ~~statements~~necessary timeframe, if at all. Failure to secure sufficient additional funding in a timely manner or at all will impact the Company’s liquidity, including its ability to service its debt and other liabilities, and may require the ~~reported~~Company ~~amounts~~to modify, delay, or abandon some of ~~revenues~~its ~~and~~planned ~~expenses~~future ~~during~~expansion or development, or to otherwise enact additional operating cost reductions available to management, which could have a material adverse effect on the ~~reporting~~Company’s ~~period.~~business, ~~Actual~~operating results, financial condition, and could ~~differ~~force ~~from~~the ~~those~~Company ~~estimates~~to limit its business activities or discontinue its operations entirely.

~~Emerging Growth Company –~~ The ~~Company~~accompanying isconsolidated anfinancial ~~emerging~~statements ~~growth~~are ~~company~~prepared ~~(“EGC”), as defined~~ in ~~Section 2(a)~~accordance ofwith U.S. ~~the~~GAAP ~~Securities~~applicable ~~Act~~to ofa ~~1933,~~going ~~as amended (the “Securities Act”)~~concern, aswhich ~~modified~~contemplates by the ~~Jumpstart~~realization ~~Our Business Startups Act~~ of ~~2012~~assets and (the ~~“JOBS~~satisfaction ~~Act”). Section 102(b)(1)~~ of ~~the~~liabilities ~~JOBS~~in Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the ~~Securities~~normal ~~Exchange~~course ~~Act~~ of ~~1934,~~business. ~~as amended (~~Accordingly, the ~~“Exchange~~accompanying ~~Act”))~~consolidated ~~are required to comply with the new or revised~~ financial ~~accounting~~statements ~~standards.~~do ~~The~~not ~~JOBS~~include ~~Act~~any ~~provides~~ adjustments that amay ~~company~~result ~~can~~from ~~elect to opt out of~~ the ~~extended~~outcome ~~transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company did not opt out~~ of ~~such~~these extended transition period which means that when an accounting standard is issued or revised and it has different application dates for public or private companies, the Company, as an EGC, will be required to adopt the new or revised standard at the time the new or revised standard becomes applicable to private companiesuncertainties. ~~The effective dates shown in Note 2 below reflect the election to use the extended transition period.~~

~~Revenue Recognition~~Segments – The Company ~~recognizes~~operates ~~service~~in ~~revenue~~one ~~over~~operating ~~time,~~segment. ~~consistent~~Operating ~~with~~segments ~~efforts~~are ~~performed~~defined ~~and~~as components ~~when~~of ~~the customer~~an ~~simultaneously~~enterprise ~~receives~~about ~~and~~which ~~consumes~~separate ~~the~~financial ~~benefits~~information ~~provided~~is evaluated regularly by the ~~Company’s~~chief ~~services.~~operating ~~The~~decision ~~Company~~maker ~~recognizes recyclable~~(“CODM”) ~~commodity revenue at the point~~ in ~~time~~deciding ~~when~~how ~~the~~to ~~ownership,~~allocate resources ~~risks,~~ and ~~rewards~~assessing ~~transfer~~performance. The Company’s ~~derives~~CODM ~~its~~role ~~revenue from~~is ~~waste~~fulfilled ~~removal,~~by ~~waste~~the ~~management~~Executive ~~and~~Leadership ~~consultation~~Team ~~services~~(“ELT”), ~~software~~who ~~subscriptions,~~allocates resources and ~~the~~assesses ~~sale~~performance ofbased ~~recyclable~~upon ~~commodities~~consolidated financial information.

~~Service~~Use ~~Revenue:~~of Estimates – The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of any contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

~~Service~~Emerging ~~revenues~~Growth ~~are~~Company ~~primarily~~– ~~derived~~The ~~from~~Company ~~long-term~~is ~~contracts~~an ~~with~~emerging ~~waste~~growth ~~generator~~company ~~customers~~(“EGC”), ~~including~~as ~~multiple~~defined ~~promises~~in ~~delivered~~Section 2(a) ~~through~~of the ~~Company’s~~Securities ~~digital~~Act ~~marketplace~~of ~~platform.~~1933, ~~The~~as ~~promises~~amended ~~include~~(the ~~waste~~“Securities ~~removal~~Act”), ~~consultation~~as ~~services,~~modified by ~~billing~~the ~~administration~~Jumpstart ~~and~~Our ~~consolidation,~~Business ~~cost~~Startups ~~savings~~Act ~~analyses,~~of ~~and~~2012 ~~vendor~~(the ~~procurement~~“JOBS ~~and~~Act”). ~~performance~~Section 102(b)(1) ~~management,~~of ~~each~~the ofJOBS ~~which~~Act ~~constitutes~~exempts anemerging ~~input~~growth companies from being required to comply ~~the~~with ~~combined~~new ~~service~~or ~~managed~~revised ~~through~~financial ~~the~~accounting ~~digital~~standards ~~platform.~~until ~~The~~private ~~digital~~companies (that ~~platform~~is, ~~and~~those ~~services~~that ~~are~~have ~~highly~~not ~~interdependent,~~had ~~and~~a ~~accordingly,~~Securities ~~each~~Act ~~contractual~~registration ~~promise~~statement isdeclared effective or do not ~~considered~~have a ~~distinct~~class ~~performance~~of ~~obligation~~securities inregistered under the ~~context~~Securities Exchange Act of ~~the~~1934, ~~contract~~as ~~and~~amended is(the ~~combined~~“Exchange ~~into~~Act”)) aare ~~single~~required ~~performance~~to ~~obligation.~~comply Inwith ~~general,~~the ~~fees~~new or ~~are~~revised ~~invoiced,~~financial ~~and~~accounting ~~revenue~~standards. isThe ~~recognized~~JOBS ~~over~~Act ~~time~~provides asthat ~~control~~a iscompany ~~transferred.~~can elect ~~Revenue~~to isopt ~~measured~~out asof the ~~amount~~extended oftransition ~~consideration~~period and comply with the ~~Company~~requirements that ~~expects~~apply to ~~receive~~non-emerging ingrowth ~~exchange~~companies ~~for~~but ~~providing~~any ~~the~~such ~~service~~an election to opt out is irrevocable. The Company ~~invoices~~did ~~for~~not ~~certain~~opt ~~services~~out ~~prior~~of tosuch ~~performance.~~extended ~~These~~transition ~~advance~~period ~~invoices~~which means ~~are~~that ~~included~~when inan ~~contract~~accounting ~~liabilities~~standard is issued or revised and ~~recognized~~it has different application dates for public or private companies, the Company, as ~~revenue~~an EGC, will be required to adopt the new or revised standard at the time the new or revised standard becomes applicable to private companies. The effective dates shown in Note 2 below reflect the ~~period~~election ~~service~~to isuse ~~provided~~the extended transition period.

Service revenues also include software-as-a-service subscription, maintenance, equipment and other professional services, which represent separate performance obligations. Once the performance obligations and the transaction price are determined, including an estimate of any variable consideration, the Company then allocates the transaction price to each performance obligation in the contract using a relative standalone selling price method. The Company determines standalone selling price based on the price at which the good or service is sold separately. The Company invoices for certain services prior to performance. These advance invoices are included in contract liabilities and recognized as revenue in the period service is provided.8

~~Recyclable~~Revenue ~~Commodity~~Recognition ~~Revenue:~~– The Company recognizes service revenue over time, consistent with efforts performed and when the customer simultaneously receives and consumes the benefits provided by the Company’s services. The Company recognizes recyclable commodity revenue at the point in time when the ownership, risks, and rewards transfer. The Company derives its revenue from waste removal, waste management and consultation services, software subscriptions prior to the disposition of the SaaS business (Note 4), and the sale of recyclable commodities.

~~The~~Service Company recognizes recyclable commodity revenue through the sales of old corrugated cardboard (OCC), old newsprint (ONP), aluminum, glass, pallets, and other recyclable materials at market prices. The Company purchases recyclable commodities from certain waste generator customers and sells the recyclable materials to recycling and processing facilities. Revenue recognized under these agreements is variable in nature based on the market, type and volume or weight of the materials sold. The amount of revenue recognized is based on commodity prices at the time of sale, which are unknown at contract inception. Fees are billed, and revenue is recognized at a point in time when control is transferred to the recycling and processing facilities.:

8Service revenues are primarily derived from long-term contracts with waste generator customers including multiple promises delivered through the Company’s digital marketplace platform. The promises include waste removal, consultation services, billing administration and consolidation, cost savings analyses, and vendor procurement and performance management, each of which constitutes an input to the combined service managed through the digital platform. The digital platform and services are highly interdependent, and accordingly, each contractual promise is not considered a distinct performance obligation in the context of the contract and is combined into a single performance obligation. In general, fees are invoiced, and revenue is recognized over time as control is transferred. Revenue is measured as the amount of consideration the Company expects to receive in exchange for providing the service. The Company invoices for certain services prior to performance. These advance invoices are included in contract liabilities and recognized as revenue in the period service is provided.

~~Management~~Service ~~reviews~~revenues ~~contracts~~also include software-as-a-service subscription, maintenance, equipment and ~~agreements~~other ~~the~~professional ~~Company~~services, ~~has~~which ~~with~~represent ~~its~~separate ~~waste~~performance ~~generator~~obligations. Once ~~customers~~the ~~and~~performance ~~hauling~~obligations and ~~recycling~~the ~~partners~~transaction ~~and~~price ~~performs~~are determined, including an ~~evaluation~~estimate toof ~~consider~~any variable consideration, the ~~most~~Company ~~appropriate~~then ~~manner~~allocates the transaction price to each performance obligation in ~~accordance~~the ~~with~~contract ~~ASC~~using ~~606-10,~~a ~~Revenue~~relative ~~Recognition:~~standalone ~~Principal~~selling price ~~Agent~~method. ~~Considerations,~~The byCompany ~~which~~determines ~~revenue~~standalone isselling ~~presented~~price based on the ~~condensed~~price ~~consolidated~~at which ~~statements~~the ofgood ~~operations~~or service is sold separately. The Company invoices for certain services prior to performance. These advance invoices are included in contract liabilities and recognized as revenue in the period service is provided.

~~Judgment~~Recyclable isCommodity required in evaluating the presentation of revenue on a gross versus net basis based on whether the Company controls the service provided to the end-user and is the principal in the transaction (gross), or the Company arranges for other parties to provide the service to the end-user and is the agent in the transaction (net). Management has concluded that the Company is the principal in most arrangements as it controls the waste removal service and is the primary obligor in the transactions.Revenue:

The Company ~~does~~recognizes ~~not~~recyclable ~~disclose~~commodity revenue through the ~~value~~sales of ~~unsatisfied~~old ~~performance~~corrugated cardboard ~~obligations~~(OCC), ~~for~~old newsprint (iONP), ~~contracts~~aluminum, ~~with~~glass, anpallets, ~~original~~and ~~expected~~other ~~length~~recyclable materials ofat ~~one~~market ~~year~~prices. orThe ~~less,~~Company ~~(ii)~~purchases ~~which~~recyclable wecommodities ~~recognize~~from ~~revenue~~certain waste atgenerator customers and sells the ~~amount~~recyclable materials to ~~which~~recycling ~~the~~and ~~Company~~processing facilities. ~~has~~Revenue ~~the~~recognized ~~right~~under tothese ~~invoice~~agreements ~~for~~is ~~services~~variable ~~performed~~in nature based on the market, type and ~~(iii)~~volume ~~variable~~or ~~consideration~~weight ~~which~~of isthe ~~allocated~~materials ~~entirely~~sold. toThe aamount ~~wholly~~of ~~unsatisfied~~revenue recognized ~~performance~~is ~~obligation.~~based ~~After~~on ~~applying~~commodity ~~these~~prices ~~optional~~at ~~exemptions~~the time of sale, ~~the~~which ~~aggregate~~are ~~amount~~unknown ofat contract ~~the~~inception. ~~transaction~~Fees ~~price~~are ~~allocated~~billed, toand ~~unsatisfied~~revenue oris ~~partially~~recognized ~~satisfied~~at ~~performance~~a ~~obligations~~point asin oftime when ~~March 31,~~control ~~2024~~is ~~and~~transferred ~~December 31,~~to ~~2023~~the ~~was~~recycling ~~insignificant~~and processing facilities.

~~Cost~~Management ofreviews ~~Revenue,~~contracts ~~exclusive of amortization~~ and ~~depreciation~~agreements –the ~~Cost~~Company ofhas ~~service~~with ~~revenues~~its ~~primarily~~waste ~~consists~~generator customers ofand ~~expenses~~hauling ~~related~~and torecycling ~~delivering~~partners ~~the~~and ~~Company’s~~performs ~~service~~an ~~and~~evaluation ~~providing~~to ~~support,~~consider the ~~including~~most ~~third-party~~appropriate ~~hauler~~manner ~~costs,~~in ~~costs~~accordance ofwith ~~data~~ASC ~~center capacity~~606-10, ~~certain~~Revenue ~~fees~~Recognition: ~~paid~~Principal toAgent ~~various third parties for the use of their technology~~Considerations, ~~services~~by ~~and~~which ~~data,~~revenue ~~and~~is ~~employee-related~~presented ~~costs,~~on ~~such~~the ascondensed ~~salaries~~consolidated ~~and~~statements ~~benefits~~of operations.

~~Cost~~Judgment ofis ~~recyclable~~required ~~commodity~~in ~~revenues~~evaluating ~~primarily~~the ~~consists~~presentation of ~~expenses~~revenue ~~related~~on a gross versus net basis based on whether the Company controls the service provided to ~~purchases~~the ofend-user ~~OCC,~~and is ~~ONP,~~the ~~aluminum,~~principal ~~glass~~in the transaction (gross), ~~pallets~~or ~~and~~the Company arranges for other ~~recyclable~~parties to ~~materials,~~provide the service to the end-user and ~~any~~is ~~associated~~the ~~transportation~~agent ~~fees~~in the transaction (net). Management has concluded that the Company is the principal in most arrangements as it controls the waste removal service and is the primary obligor in the transactions.

The Company ~~recognizes~~does not disclose the ~~cost~~value of ~~revenue~~unsatisfied ~~exclusive~~performance obligations for (i) contracts with an original expected length of ~~any~~one ~~amortization~~year or ~~depreciation expenses~~less, (ii) which ~~are~~we recognize ~~recognized~~revenue inat ~~amortization~~the amount to which the Company has the right to invoice for services performed and ~~depreciation~~(iii) ~~expenses~~variable onconsideration which is allocated entirely to a wholly unsatisfied performance obligation. After applying these optional exemptions, the ~~condensed~~aggregate ~~consolidated~~amount ~~statements~~of the transaction price allocated to unsatisfied or partially satisfied performance obligations as of ~~operations~~June 30, 2024 and December 31, 2023 was insignificant.

Cash and Cash Equivalents – The Company considers all highly liquid investments purchased with an original maturity of three months or less when purchased to be cash equivalents. The Company maintains its cash in bank deposit accounts, which at times exceed the Federal Deposit Insurance Corporation insurance limits.9

~~Accounts~~Cost ~~Receivable and Contract Balances – Accounts receivable consist~~ of ~~trade~~Revenue, ~~accounts~~exclusive ~~receivable for services provided to customers. Accounts receivable is stated at the amount the Company expects to collect. The Company makes estimates~~ of ~~expected~~amortization ~~credit~~ and ~~collectability~~depreciation ~~trends~~– ~~for~~Cost ~~the allowance~~of ~~for~~service ~~credit~~revenues ~~losses~~primarily ~~and~~consists ~~allowance~~of ~~for~~expenses ~~unbilled~~related ~~receivables~~to ~~based~~delivering ~~upon~~ the Company’s ~~assessment~~service ofand ~~various~~providing ~~factors~~support, including ~~historical~~third-party ~~experience,~~hauler ~~the age of the accounts receivable balances~~costs, ~~credit~~costs ~~quality~~ of ~~customers,~~data ~~current~~center ~~economic conditions~~capacity, ~~reasonable~~certain ~~and~~fees ~~supportable~~paid ~~forecasts of future economic conditions, and other factors that may affect the Company’s ability~~ to ~~collect~~various ~~from~~third ~~customers.~~parties ~~Past-due balances and other higher-risk amounts are reviewed individually~~ for ~~collectability.~~ If the ~~financial~~use ~~condition~~ of ~~the~~their ~~Company’s customers were to deteriorate~~technology, ~~adversely affecting their ability~~services to and ~~make payments~~data, ~~additional allowances would be required. As of March 31, 2024~~ and ~~December 31,~~employee-related ~~2023~~costs, ~~the~~such ~~allowances~~as ~~for accounts~~salaries ~~receivable~~ and ~~contract assets were $3~~benefits.~~2 million and $2.7 million, respectively.~~

InCost ~~cases where customers pay for services in arrears, the Company accrues revenue in advance~~ of ~~billings~~recyclable ascommodity ~~long~~revenues asprimarily ~~the~~consists ~~criteria for revenue recognition are met, thus creating a contract asset (unbilled receivable). As~~ of ~~March 31,~~expenses ~~2024~~related ~~and~~to ~~December 31, 2023, the Company’s continuing~~purchases ~~operations had unbilled receivables~~ of ~~$59.6 million and $75.6 million~~OCC, ~~respectively. These unbilled balances were the result of services provided in the period~~ONP, ~~but not yet billed to the customer. During the three months ended March 31~~aluminum, ~~2024~~glass, ~~the~~pallets ~~Company~~and ~~invoiced~~other ~~its~~recyclable ~~customers $70.1 million pertaining to contract assets for services delivered prior to December 31~~materials, ~~2023. As further described in Note 4, $0.6 million~~ and ~~$1.1~~any ~~million of contract assets were classified to current assets of discontinued operations on the accompanying condensed balance sheets as of~~associated ~~March 31,~~ transportation ~~2024 and December 31, 2023, respectively~~fees.

~~Contract liabilities (deferred revenue) consist of amounts collected prior to having satisfied the performance obligation.~~ The Company ~~periodically~~recognizes ~~invoices~~the ~~customers~~cost ~~for recurring front load services in advance monthly basis. As~~ of ~~March 31, 2024 and December 31, 2023, the Company’s continuing operations had deferred~~ revenue ~~balances~~exclusive of ~~$1.4 million~~any ~~and~~amortization ~~$1.5~~or depreciation ~~million~~ expenses, ~~respectively.~~which ~~During~~are ~~the three months ended March 31, 2024, the Company~~ recognized ~~$1.5 million of revenue that was included~~ in ~~the~~amortization ~~contract liabilities balance as of December 31, 2023. As further described in Note 4, $7.2 million~~ and ~~$5.9~~depreciation ~~million~~expenses ~~of contract liabilities were classified to current liabilities held for sale~~ on the ~~accompanying~~ condensed ~~balance~~ consolidated ~~sheets~~statements as of ~~March 31, 2024 and December 31, 2023, respectively~~operations.

9Cash and Cash Equivalents – The Company considers all highly liquid investments purchased with an original maturity of three months or less when purchased to be cash equivalents. The Company maintains its cash in bank deposit accounts, which at times exceed the Federal Deposit Insurance Corporation insurance limits.

~~Accrued~~Accounts ~~Hauler~~Receivable ~~Expenses~~and Contract Balances – ~~The~~Accounts ~~Company~~receivable ~~recognizes~~consist ~~hauler~~of ~~costs~~trade ~~and~~accounts ~~the~~receivable ~~cost~~for ofservices ~~recyclable~~provided to ~~products~~customers. ~~when~~Accounts ~~services~~receivable ~~are~~is ~~performed~~stated at the amount the Company expects to collect. The ~~Accounting~~Company ~~for~~makes ~~accrued~~estimates ~~hauler~~of ~~costs~~expected credit and ~~the~~collectability ~~cost~~trends offor ~~recyclable~~the ~~commodities~~allowance for ~~requires~~credit ~~estimates~~losses and ~~assumptions~~allowance ~~regarding~~for unbilled receivables based upon the ~~quantity~~Company’s assessment of ~~waste~~various ~~collected~~factors, byincluding historical experience, the ~~vendors~~age ~~and~~of the ~~frequencies~~accounts receivable balances, credit quality of ~~the~~customers, ~~collections.~~current ~~The~~economic ~~Company~~conditions, ~~estimates~~reasonable and ~~quantities~~supportable forecasts of future economic conditions, and ~~frequencies~~other ~~using~~factors ~~historical~~that ~~transaction~~may affect the Company’s ability to collect from customers. Past-due balances and ~~market~~other ~~data~~higher-risk ~~based~~amounts are onreviewed individually for collectability. If the ~~waste~~financial ~~stream~~condition ~~composition~~of the Company’s customers were to deteriorate, ~~equipment~~adversely ~~type~~affecting their ability to make payments, additional ~~and~~allowances ~~equipment~~would ~~size~~be required. ~~Accrued~~As ~~hauler~~of ~~expenses~~June 30, ~~are~~2024 ~~presented~~and ~~within~~December 31, ~~accrued~~2023, ~~expenses~~the onallowances ~~the~~for ~~condensed~~accounts ~~consolidated~~receivable ~~balance~~and ~~sheets~~contract assets were $3.0 million and $2.7 million, respectively.

~~Fair~~In ~~Value~~cases ~~Measurements~~where –customers Inpay ~~accordance~~for ~~with~~services Uin arrears, the Company accrues revenue in advance of billings as long as the criteria for revenue recognition are met, thus creating a contract asset (unbilled receivable).S. ~~GAAP~~As of June 30, 2024 and December 31, 2023, the Company’s ~~groups~~continuing ~~its~~operations ~~financial~~had ~~assets~~unbilled receivables of $54.9 million and ~~financial~~$75.6 ~~liabilities~~million, atrespectively. ~~fair~~These unbilled ~~value~~balances were the result of services provided in ~~three~~the ~~levels~~period, ~~based~~but onnot yet billed to the ~~markets~~customer. inDuring ~~which~~the six months ended June 30, 2024, the ~~financial~~Company invoiced its customers $74.6 million pertaining to contract assets for ~~and~~services ~~financial~~delivered ~~liabilities~~prior ~~are~~to ~~traded~~December 31, 2023. As further described in Note 4, $-0- million and ~~the~~$1.1 ~~reliability~~million of ~~the~~contract ~~assumptions~~assets ~~used~~were classified to ~~determine~~current ~~fair~~assets ~~value.~~of ~~These~~discontinued operations ~~levels~~on ~~are:~~the accompanying condensed balance sheets as of June 30, 2024 and December 31, 2023, respectively.

~~Level~~Contract 1liabilities –(deferred ~~Valuations~~revenue) consist of amounts collected prior to having satisfied the performance obligation. The Company periodically invoices customers for ~~financial~~recurring ~~assets~~front load services in advance monthly basis. As of June 30, 2024 and ~~financial~~December 31, ~~liabilities~~2023, ~~traded~~the inCompany’s ~~active~~continuing ~~exchange~~operations ~~markets~~had deferred revenue balances of $1.2 million and $1.5 million, ~~such~~respectively. During the six months ended June 30, 2024, the Company recognized $1.5 million of revenue that was included in the contract liabilities balance as of December 31, 2023. As further described in Note 4, $-0- million and $5.9 million of contract liabilities were classified to current liabilities held for sale on the accompanying ~~NYSE~~condensed balance sheets as of June 30, 2024 and December 31, 2023, respectively.

~~Level~~Accrued 2Hauler Expenses – ~~Valuations~~The ~~are~~Company ~~obtained~~recognizes ~~from~~hauler ~~readily~~costs ~~available~~and ~~pricing~~the ~~sources~~cost ~~via~~of ~~independent~~recyclable ~~providers~~products when services are performed. Accounting for accrued hauler costs and the cost of recyclable commodities requires estimates and assumptions regarding the quantity of waste collected by the vendors and the frequencies of the collections. The Company estimates quantities and frequencies using historical transaction and market ~~transactions~~data ~~involving~~based ~~similar~~on ~~financial~~the ~~assets~~waste stream composition, equipment type, and ~~financial~~equipment ~~liabilities~~size. Accrued hauler expenses are presented within accrued expenses on the condensed consolidated balance sheets.

Level 3 – Valuations for financial assets and financial liabilities that are derived from other valuation methodologies, including option pricing models, discounted cash flow models, and similar techniques and not based on market exchange, dealer, or broker traded transactions. Level 3 valuations incorporate certain assumptions and projections in determining the fair value assigned to such financial assets or financial liabilities.10

~~See~~Fair ~~Note~~Value 16Measurements ~~for~~– ~~further~~In ~~information~~accordance ~~regarding~~with U.S. GAAP, the Company groups its financial assets and financial liabilities at fair value ~~measurements~~in three levels, based on the markets in which the financial assets and financial liabilities are traded, and the reliability of the assumptions used to determine fair value. These levels are:

~~Offering~~Level ~~Costs~~1 – ~~Offering~~Valuations ~~costs,~~for ~~consisting~~financial ofassets ~~legal, accounting, printer, filing~~ and ~~advisory~~financial ~~fees~~liabilities ~~related~~traded ~~to the Mergers, were deferred and offset against proceeds from the Mergers and additional paid-~~in ~~capital~~active exchange ~~upon consummation of the Mergers. Deferred offering costs capitalized as of March 31~~markets, ~~2024~~such ~~and December 31, 2023 were $-0-. The total amount of the offering costs recognized~~ as ~~offset against additional paid-in capital at~~ the ~~Closing was $67~~NYSE.3 million, which were settled subsequently, resulting in a gain of $0.6 million which is recognized as component of other income (expense) on accompanying condensed consolidated statement of operations for the three months ended March 31, 2023. No such settlement occurred during the three months ended March 31, 2024.

~~Customer~~Level ~~Acquisition~~2 ~~Costs~~ – ~~The~~Valuations ~~Company makes certain expenditures related to acquiring contracts for future services. These expenditures~~ are ~~capitalized~~obtained ~~and amortized in proportion to the expected future revenue~~ from ~~the~~readily ~~customer,~~available ~~which~~pricing insources ~~most~~via ~~cases~~independent providers ~~results~~for inmarket ~~straight-line~~transactions ~~amortization~~involving ~~over~~similar ~~the~~financial ~~estimated~~assets ~~life of the customer. Amortization of these customer acquisition costs is presented within amortization~~ and ~~depreciation on the condensed consolidated statements of operations~~financial liabilities.

~~Warrants~~Level 3 – ~~The~~Valuations ~~Company accounts~~ for ~~warrants~~financial asassets ~~either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms~~ and ~~applicable~~financial ~~authoritative~~liabilities ~~guidance~~that inare ~~ASC 480, Distinguishing Liabilities~~ derived from ~~Equity~~other ~~(“ASC~~valuation ~~480”) and ASC 815~~methodologies, ~~Derivatives~~including ~~and~~option ~~Hedging~~pricing ~~(“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480~~models, ~~meet~~discounted ~~the~~cash flow ~~definition of a liability pursuant to ASC 480~~models, and ~~whether~~similar ~~the~~techniques ~~warrants~~and ~~meet~~not ~~all~~based ofon ~~the~~market ~~requirements for equity classification under ASC 815~~exchange, ~~including whether the warrants are indexed to the Company’s Class A common stock~~dealer, ~~par~~or ~~value~~broker traded $0transactions.~~0001~~ ~~per~~Level ~~share~~3 ~~(“Class~~valuations Aincorporate ~~Common~~certain ~~Stock”),~~assumptions ~~among~~and ~~other~~projections in ~~conditions~~determining ~~for equity classification. This assessment, which requires~~ the ~~use~~fair ofvalue ~~professional~~assigned ~~judgment,~~to issuch ~~conducted~~financial atassets ~~the~~or ~~time~~financial ~~of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding~~liabilities.

~~For~~See ~~issued~~Note or16 ~~modified warrants that meet all of the criteria~~ for ~~equity~~further ~~classification,~~information ~~the~~regarding warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded in liabilities at their initial fair value ~~on the date of issuance, and each balance sheet date thereafter~~measurements. ~~Changes in the estimated fair value of the liability-classified warrants are recognized as a component of other income (expense) on the consolidated statement of operations.~~

AsRedeemable Convertible Preferred Class A Stock – The Company recorded its redeemable convertible preferred class A stock at the allocated issuance price, less issuance costs on the dates of ~~March~~issuance, May 317, 2024,. The redeemable convertible preferred class A stock is classified outside of permanent equity as temporary equity in the condensed consolidated balance sheet. The redeemable convertible preferred class A stock is redeemable at the holder’s option when the redemption will not result in an event of default or similar concept under any existing debt agreements; upon certain change in control events that are outside of the Company’s control such as a change of control of the Company; or an event of insolvency. Holders also have the rights to receive their liquidation preference upon an event of insolvency. The Company has ~~both~~not ~~liability-classified~~adjusted ~~and~~the ~~equity-classified~~carrying ~~warrants~~values ~~outstanding~~of the redeemable convertible preferred class A stock since it was not probable of becoming redeemable at June 30, 2024. Subsequent adjustments to the carrying values will be made only when it becomes probable that such redemption will occur. See Note 1012 for ~~further~~additional information.

10Customer Acquisition Costs – The Company makes certain expenditures related to acquiring contracts for future services. These expenditures are capitalized and amortized in proportion to the expected future revenue from the customer, which in most cases results in straight-line amortization over the estimated life of the customer. Amortization of these customer acquisition costs is presented within amortization and depreciation on the condensed consolidated statements of operations.

~~Earn-out~~Warrants ~~Liabilities~~ – ~~Pursuant~~The toCompany ~~the~~accounts ~~Merger~~for ~~Agreement,~~warrants ~~(i)~~as ~~Blocked~~either ~~Unitholders~~equity-classified ~~(as~~or ~~defined~~liability-classified instruments inbased ~~Note~~on 3)an ~~immediately~~assessment ~~before~~of the ~~Closing~~warrant’s ~~received~~specific aterms ~~right~~and toapplicable ~~receive~~authoritative aguidance ~~pro~~in ~~rata~~ASC ~~portion of 186~~480,~~064~~ ~~shares~~Distinguishing ofLiabilities ~~Class~~from AEquity ~~Common Stock~~ (~~the~~ “~~Earn-Out~~ASC ~~Class A Shares~~480”) and ~~(ii)~~ASC ~~Rubicon~~815, ~~Continuing~~Derivatives ~~Unitholders~~and Hedging (as“ASC ~~defined~~815”). inThe ~~Note~~assessment 3)considers ~~immediately~~whether ~~before~~ the ~~Closing~~warrants ~~received~~are afreestanding ~~right~~financial instruments pursuant to ~~receive~~ASC a480, ~~pro~~meet ~~rata~~the ~~portion~~definition of 1a liability pursuant to ASC 480,~~112,605~~ ~~Class~~and Bwhether ~~Units~~the ~~(as~~warrants ~~defined~~meet inall ~~Note~~of 3)the ~~(“Earn-Out~~requirements ~~Units”)~~for ~~and~~equity anclassification under ~~equivalent~~ASC ~~number~~815, ofincluding ~~shares~~whether ofthe warrants are indexed to the Company’s Class VA common stock, par value $0.0001 per share (“Class VA Common Stock”) ~~(“Earn-Out Class V Shares”~~, ~~and~~among other ~~together~~conditions ~~with~~for ~~Earn-Out~~equity ~~Class~~classification. AThis ~~Shares and Earn-Out Units~~assessment, ~~“Earn-Out~~which ~~Interests”),~~requires ~~in each case, depending upon~~ the ~~performance~~ use of ~~Class~~professional Ajudgment, ~~Common~~is ~~Stock~~conducted ~~during~~at the ~~five~~time ~~year~~of ~~period~~warrant ~~after~~issuance ~~the~~and ~~Closing (the “Earn-Out Period”),~~ as ~~set~~of ~~forth~~each subsequent ~~below~~quarterly ~~upon~~period ~~satisfaction~~end ofdate ~~any~~while of the ~~following~~warrants ~~conditions~~are ~~(each, an “Earn-Out Condition”)~~outstanding.

~~(1)~~For ~~50%~~issued or modified warrants that meet all of the ~~Earn-Out~~criteria ~~Interests~~for ifequity classification, the ~~volume~~warrants ~~weighted~~are ~~average~~required ~~price~~to ~~(the~~be ~~“VWAP”)~~recorded as a component of additional paid-in capital at the ~~Class~~time Aof ~~Common~~issuance. ~~Stock~~For ~~equals~~issued or ~~exceeds~~modified ~~$112.00~~warrants ~~per~~that ~~share~~do ~~(as~~not ~~adjusted~~meet all the criteria for ~~stock~~equity ~~splits~~classification, ~~stock~~the ~~dividends,~~warrants ~~reorganizations~~are required to be recorded in liabilities at their initial fair value on the date of issuance, and ~~recapitalizations)~~each ~~for~~balance ~~twenty~~sheet ~~(20)~~date ofthereafter. Changes ~~thirty~~in ~~(30)~~the ~~consecutive~~estimated ~~trading~~fair ~~days~~value ~~during~~of the ~~Earn~~liability-~~Out~~classified ~~Period;~~warrants ~~and~~are recognized as a component of other income (expense) on the consolidated statement of operations.

(2) 50% of the Earn-Out Interests if the VWAP of the Class A Common Stock equals or exceeds $128.00 per share (as adjusted for stock splits, stock dividends, reorganizations, and recapitalizations) for twenty (20) of any thirty (30) consecutive trading days during the Earn-Out Period.11

Earn-~~Out~~out ~~Interests~~Liabilities– ~~were~~Pursuant ~~classified~~to asthe ~~liability~~Merger ~~transactions~~Agreement, at(i) ~~initial~~Blocked ~~issuance,~~Unitholders ~~which~~immediately ~~offset~~before ~~against~~the ~~additional~~Closing ~~paid-in~~received a ~~capital~~right asto ofreceive ~~the~~a ~~Closing.~~pro Atrata ~~each~~portion ~~period~~of ~~end~~186,064 ~~Earn-Out~~shares ~~Interests~~of ~~are~~Class ~~remeasured~~A toCommon ~~their~~Stock ~~fair~~(the “Earn-Out ~~value,~~Class ~~with~~A ~~the~~Shares”) ~~changes~~and ~~during~~(ii) ~~that~~Rubicon ~~period~~Continuing ~~recognized~~Unitholders (as adefined ~~component~~in Note ~~of other income (expense~~3) onimmediately before the ~~consolidated~~Closing ~~statement~~received ofa ~~operations.~~right ~~Upon~~to ~~issuance~~receive ~~and~~a ~~release~~pro rata portion of ~~the~~1,112,605 ~~shares~~Class ~~after~~B ~~each~~Units ~~Earn-Out~~(as ~~Condition~~defined isin ~~met,~~Note ~~the~~3) ~~related~~ (“Earn-Out ~~Interests~~Units”) ~~will~~and bean ~~remeasured~~equivalent number toof ~~their~~shares ~~fair~~of ~~value at that time with~~ the ~~changes~~Company’s ~~recognized~~Class asV acommon ~~component~~stock, ofpar ~~other~~value ~~income~~$0.0001 (~~expense),~~“Class ~~and~~V ~~such~~Common Stock”) (“Earn-Out ~~Interests~~Class V ~~will~~Shares”, beand ~~reclassed~~together towith ~~stockholders’~~Earn-Out ~~(deficit)~~Class ~~equity~~A onShares ~~the consolidated balance sheet. As of March 31, 2024~~ and ~~December 31,~~Earn-Out ~~2023~~Units, ~~the~~ “Earn-Out Interests”), ~~had~~in aeach ~~fair~~case, ~~value~~depending ofupon ~~$-0-~~the ~~million~~performance ~~and~~of ~~$0.1~~Class ~~million,~~A ~~respectively,~~Common ~~with~~Stock during the ~~changes~~five inyear ~~the~~period ~~fair~~after ~~value~~the ofClosing ~~$0.1~~(the ~~million~~“Earn-Out ~~recognized~~Period”), as aset ~~gain~~forth below onupon ~~change~~satisfaction inof ~~fair~~any ~~value~~ of ~~earn-out~~the ~~liabilities~~following ~~under~~conditions ~~other income~~ (~~expense)~~each, ~~within~~an ~~the~~“Earn-Out ~~accompanying condensed consolidated statements of operations~~Condition”).

~~Noncontrolling~~(1) ~~Interest~~50% –of ~~Noncontrolling~~the ~~interest~~Earn-Out ~~represents~~Interests if the ~~Company’s~~volume ~~noncontrolling~~weighted ~~interest~~average inprice ~~consolidated~~(the ~~subsidiaries~~“VWAP”) ~~which~~of ~~are~~the ~~not~~Class ~~attributable,~~A ~~directly~~Common Stock equals or ~~indirectly~~exceeds $112.00 per share (as adjusted for stock splits, tostock ~~the~~dividends, ~~controlling~~reorganizations, ~~Class~~and Arecapitalizations) ~~Common~~for ~~Stock~~twenty ~~ownership~~(20) of thirty (30) consecutive trading days during the ~~Company.~~Earn-Out Period; and

~~Shares~~(2) 50% of ~~Class~~the VEarn-Out ~~Common~~Interests ~~Stock~~if ~~are~~the ~~exchangeable~~VWAP ~~into an equal number~~ of the Class A Common Stock. ~~Shares~~equals ofor ~~Class~~exceeds V$128.00 ~~Common~~per ~~Stock~~share ~~are~~(as ~~non-economic~~adjusted ~~voting~~for ~~shares~~stock insplits, ~~Rubicon~~stock ~~Technologies~~dividends, ~~Inc.~~reorganizations, ~~where~~and ~~shares~~recapitalizations) for twenty (20) of ~~Class~~any Vthirty ~~Common~~(30) ~~Stock~~consecutive ~~each~~trading ~~have~~days ~~one~~during ~~vote~~the ~~per~~Earn-Out ~~share~~Period.

The ~~financial~~Company ~~results~~accounts offor ~~Holdings~~these ~~LLC~~Earn-Out ~~were~~Interests ~~consolidated into~~as ~~Rubicon~~either ~~Technologies,~~equity-classified ~~Inc.~~or ~~and~~liability-classified ~~6.8%~~instruments ~~and~~based ~~66.1%~~on an assessment of ~~Holdings~~the ~~LLC’s~~specific ~~net~~terms ~~loss~~(as ~~during~~further ~~the~~defined ~~three~~in ~~months~~Note ~~ended~~3) ~~March 31, 2024~~ and ~~2023~~applicable ~~was~~authoritative ~~allocated~~guidance toin ~~noncontrolling~~ASC ~~interests~~480, Distinguishing Liabilities from Equity (“~~NCI~~ASC 480”) and ASC 815, ~~respectively~~Derivatives and Hedging (“ASC 815”).

~~Income~~Earn-Out ~~Taxes~~Interests –were ~~Rubicon~~classified ~~Technologies~~as liability transactions at initial issuance, which ~~Inc~~offset against additional paid-in capital as of the Closing. isAt aeach ~~corporation~~period end, ~~and~~Earn-Out isInterests ~~subject~~are remeasured to ~~U.S.~~their ~~federal~~fair asvalue, ~~well~~with the changes during that period recognized as ~~state~~a component of other income ~~taxes~~(expense) ~~including~~on the ~~income~~consolidated statement orof ~~loss~~operations. ~~allocated~~Upon ~~from~~issuance ~~its~~and ~~investment~~release inof ~~Rubicon~~the ~~Technologies~~shares ~~Holdings,~~after ~~LLC.~~each ~~Rubicon~~Earn-Out Condition ~~Technologies~~is ~~Holdings~~met, ~~LLC~~the isrelated ~~taxed~~Earn-Out asInterests awill ~~partnership~~be ~~for~~remeasured ~~which~~to their fair value at that time with the ~~taxable~~changes recognized as a component of other income or(expense), and ~~loss~~such isEarn-Out ~~allocated~~Interests will be reclassed to ~~its~~stockholders’ ~~members~~deficit on the consolidated balance sheet. ~~Certain~~As of ~~the~~June 30, ~~Rubicon~~2024 ~~Technologies~~and ~~Holdings~~December 31, ~~LLC~~2023, ~~operating~~the ~~subsidiaries~~Earn-Out ~~are~~Interests ~~considered~~had ~~taxable~~a ~~corporations~~fair ~~for~~value ~~U.S.~~of ~~income~~$-0- ~~tax~~million ~~purposes~~and $0.1 ~~Prior~~million, torespectively, with the ~~Mergers,~~changes ~~Holdings~~in ~~LLC~~the ~~was~~fair ~~not~~value ~~subject~~of ~~to U~~$0.S.1 ~~federal~~million recognized ~~and~~as ~~certain~~a ~~state~~gain ~~income~~on ~~taxes~~change atin fair value of earn-out liabilities under other income (expense) within the ~~entity~~accompanying ~~level~~condensed consolidated statements of operations.

~~The~~Noncontrolling ~~Company~~Interest ~~accounts~~– ~~for~~Noncontrolling ~~income~~interest ~~taxes~~represents ~~in accordance with ASC Topic 740, Accounting for Income Taxes (“ASC Topic 740”), which requires~~ the recognition of tax benefits or expenses on temporary differences between the financial reporting and tax bases of its assets and liabilities by applying the enacted tax rates in effect for the year in which the differences are expected to reverse. Such net tax effects on temporary differences are reflected on the Company’s ~~consolidated~~noncontrolling ~~balance~~interest ~~sheets~~in asconsolidated ~~deferred~~subsidiaries ~~tax~~which ~~assets and liabilities. Deferred tax assets~~ are ~~reduced by a valuation allowance when the Company believes that it is more-likely-than-~~not ~~that~~attributable, directly ~~some portion~~ or ~~all~~indirectly, ofto the ~~deferred~~controlling ~~tax~~Class ~~assets~~A ~~will~~Common ~~not~~Stock beownership ~~realized. The Company calculates the interim tax provision in accordance with the provisions~~ of ~~ASC Subtopic 740-270, Income Taxes; Interim Reporting. For interim periods,~~ the Company ~~estimates the annual effective income tax rate (“AETR”) and applies the estimated rate to the year-to-date income or loss before income taxes~~.

11Shares of Class V Common Stock are exchangeable into an equal number of Class A Common Stock. Shares of Class V Common Stock are non-economic voting shares in Rubicon Technologies, Inc., where shares of Class V Common Stock each have one vote per share.

~~ASC~~The ~~Topic~~financial ~~740~~results ~~prescribes a two-step approach for the recognition and measurement~~ of ~~tax~~Holdings ~~benefits~~LLC ~~associated~~were ~~with~~consolidated ~~the~~into ~~positions~~Rubicon ~~taken or expected to be taken in a tax return that affect amounts reported in the financial statements. For those benefits to be recognized~~Technologies, ~~a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities~~ Inc. ~~As of March 31, 2024 or December 31, 2023, the Company has no tax positions that met this threshold~~ and, ~~therefore, has not recognized such benefits~~1.67% ~~The Company has reviewed~~ and ~~will~~(14.42)% ~~continue to review the conclusions reached regarding uncertain tax positions, which may be subject to review and adjustment at a later date based on ongoing analyses~~ of ~~tax~~Holdings ~~laws, regulations and interpretations thereof. To the extent that the Company~~LLC’s ~~assessment~~net ofloss during the ~~conclusions~~three ~~reached~~and ~~regarding~~six ~~uncertain~~months ~~tax~~ended ~~positions changes as a result of the evaluation of new information~~June 30, ~~such~~2024 ~~change~~was inallocated ~~estimates will be recorded in the period in which such determination is made. The Company reports income tax-related interest and penalties relating~~ to ~~uncertain~~noncontrolling ~~tax~~interests ~~positions~~(“NCI”), ~~if applicable, as a component of income tax expense~~respectively.

~~The~~Income ~~Company’s~~Taxes ~~income~~– ~~tax~~Rubicon ~~expense~~Technologies, ~~was $-0- million~~Inc. is a corporation and ~~$-0- million~~is ~~for~~subject ~~the~~to ~~three~~U.S. ~~months~~federal ~~ended~~as ~~March 31,~~well as ~~2024~~state ~~and~~income ~~2023,~~taxes ~~respectively,~~including ~~with~~the anincome ~~effective~~or ~~tax~~loss ~~rate~~allocated offrom ~~(0.1)%~~its investment in ~~and~~ Rubicon ~~(0.2)%~~Technologies Holdings, ~~respectively~~ LLC. ~~The~~Rubicon ~~provision~~Technologies ~~for~~Holdings, ~~income~~LLC ~~taxes~~is ~~differs~~taxed ~~from~~as a ~~the~~partnership ~~amount~~for ~~that~~which ~~would~~the ~~result~~taxable ~~from~~income ~~applying~~or ~~statutory~~loss ~~rates~~is ~~primarily~~allocated ~~due~~ to ~~loss~~its ~~attributable~~members. toCertain of ~~noncontrolling~~the ~~interest~~Rubicon ~~and~~Technologies ~~differences~~Holdings, inLLC ~~the~~operating ~~deductibility~~subsidiaries ofare ~~certain~~considered ~~book~~taxable corporations ~~and~~for U.S. income tax ~~expenses,~~purposes. ~~including~~Prior to the ~~changes~~ inMergers, ~~fair~~Holdings ~~value~~LLC ofwas not ~~earn-out~~subject ~~liabilities,~~to ~~warrant~~U.S. ~~liabilities~~federal and ~~derivatives,~~certain ~~and~~state ~~changes~~income intaxes at the ~~deferred~~entity ~~tax valuation allowance~~level.

During the three months ended March 31, 2024 and the year ended December 31, 2023, the Company recorded a full valuation allowance against its deferred tax assets. The Company intends to maintain this position until there is sufficient evidence to support the reversal of all or some portion of the allowance. The Company also has certain assets with indefinite lives for which the basis is different for book and tax. As a result, the Company is in a net deferred tax liability position of $0.2 million and $0.2 million as of March 31, 2024 and December 31, 2023, respectively.12

~~Tax Receivable Agreement Obligation –~~ The Company ~~and~~accounts ~~Holdings~~for ~~LLC~~income ~~entered~~taxes ~~into~~in aaccordance ~~Tax Receivable Agreement (the “Tax Receivable Agreement” or “TRA”)~~ with ~~Rubicon~~ASC ~~Continuing~~Topic ~~Unitholders~~740, ~~(as~~Accounting ~~defined~~for inIncome ~~Note~~Taxes ~~3) and Blocked Unitholders~~ (as“ASC ~~defined~~Topic ~~in Note 3~~740”) ~~(together~~, ~~the~~which ~~“TRA~~requires ~~Holders”). Pursuant to~~ the ~~Tax~~recognition ~~Receivable~~of ~~Agreement,~~tax ~~among~~benefits ~~other~~or ~~things,~~expenses ~~the~~on temporary ~~Company~~differences isbetween ~~required to pay to~~ the ~~TRA~~financial ~~Holders~~reporting ~~85%~~and oftax ~~certain~~bases of ~~the~~its ~~Company’s~~assets and ~~realized~~liabilities ~~(or~~by inapplying ~~certain~~the ~~cases~~enacted ~~deemed realized)~~ tax ~~savings~~rates asin aeffect ~~result~~for ~~of certain tax benefits related to~~ the ~~transactions~~year ~~contemplated~~in by which the ~~Merger~~differences ~~Agreement~~are ~~and~~expected ~~future~~to ~~exchanges~~reverse. ofSuch ~~Class~~net Btax ~~Units~~effects ~~for~~on ~~Class~~temporary Adifferences are ~~Common~~reflected ~~Stock~~on orthe ~~cash.~~Company’s ~~The~~consolidated ~~actual~~balance ~~tax~~sheets ~~benefit,~~ as ~~well~~deferred astax ~~the~~assets ~~amount~~ and ~~timing~~liabilities. ofDeferred ~~any~~tax assets ~~payments~~are ~~under~~reduced ~~the~~by ~~TRA, will vary depending on~~ a ~~number~~valuation ofallowance ~~factors,~~when ~~including~~ the ~~price~~Company ofbelieves ~~Class~~that Ait ~~Common~~is ~~Stock~~more-likely-than-not that atsome ~~the~~portion ~~time~~or ofall ~~the exchange; the timing~~ of ~~future exchanges;~~ the ~~extent~~deferred totax ~~which~~assets ~~exchanges~~will ~~are~~not ~~taxable;~~be ~~the~~realized. ~~amount~~The ~~and~~Company calculates ~~timing of~~ the ~~utilization~~interim of tax ~~attributes;~~provision ~~the~~in ~~amount,~~accordance ~~timing~~with ~~and~~the ~~character~~provisions of ~~the~~ASC ~~Company’s income; the U.S. federal~~Subtopic 740-270, ~~state~~Income ~~and local tax rates then applicable~~Taxes; ~~the~~Interim ~~depreciation~~Reporting. ~~and~~For ~~amortization~~interim periods, ~~that apply to~~ the ~~increases~~Company inestimates ~~tax basis;~~ the ~~timing~~annual ~~and~~effective ~~amount~~income oftax ~~any~~rate (“AETR”) ~~earlier payments that the Company may have made under the TRA;~~ and ~~the~~applies ~~portion of~~ the ~~Company’s~~estimated ~~payments~~rate ~~under~~to the ~~TRA that constitute imputed interest or give rise~~ year-to-date ~~depreciable~~income or ~~amortizable~~loss ~~tax~~before income ~~basis~~taxes.

~~The~~ASC ~~Company~~Topic ~~accounts~~740 prescribes a two-step approach for the ~~effects~~recognition and measurement of tax ~~these~~benefits ~~increases~~associated with the positions taken or expected to be taken in a tax return ~~basis~~that affect amounts reported in the financial statements. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. As of June 30, 2024 or December 31, 2023, the Company has no tax positions that met this threshold and, ~~associated~~therefore, has ~~payments~~not ~~under~~recognized such benefits. The Company has reviewed and will continue to review the ~~TRAs~~conclusions ifreached regarding uncertain tax positions, which may be subject to review and ~~when~~adjustment ~~exchanges~~at ~~occur~~a later date based on ongoing analyses of tax laws, regulations and interpretations thereof. To the extent that the Company’s assessment of the conclusions reached regarding uncertain tax positions changes as ~~follows:~~a result of the evaluation of new information, such change in estimates will be recorded in the period in which such determination is made. The Company reports income tax-related interest and penalties relating to uncertain tax positions, if applicable, as a component of income tax expense.

a.The ~~recognizes~~Company’s aincome ~~contingent~~tax ~~liability~~expense was $2.0 million and $0 for the ~~TRA~~three ~~obligation~~months ~~when~~ended itJune 30, is2024 ~~deemed~~and ~~probable~~2023, respectively, with an effective tax rate of 6.80% and ~~estimable~~(0.1)%, respectively. The Company’s income tax expense was $2.0 million and $0 million for the six months ended June 30, 2024 and 2023, respectively, with aan ~~corresponding~~effective ~~adjustment~~tax rate of 17.57% and (0.1)%, respectively. The provision for income taxes differs from the amount that would result from applying statutory rates primarily due to ~~additional~~the ~~paid-~~changes in~~-capital~~ the deferred tax valuation allowance including a release of valuation allowance on net operating losses, ~~based~~expense related to the gain on the ~~estimate~~sale of the ~~aggregate~~SaaS ~~amount~~business, ~~that~~loss attributable to noncontrolling interest, and differences in the deductibility of certain book and tax expenses, including the changes in fair value of earn-out liabilities, warrant liabilities and derivatives. The Company’s ~~will~~net ~~pay;~~operating losses utilized are limited under Section 382 and were generated during 2022.

b.During ~~records~~the ansix ~~increase~~months inended June 30, 2024 and the year ended December 31, 2023, the Company recorded a full valuation allowance against its deferred tax assets. The Company intends to maintain this position until there is sufficient evidence to support the reversal of all or some portion of the allowance. The Company also has certain assets with indefinite lives for which the ~~estimated~~basis ~~income~~is different for book and tax. ~~effects~~As ofa result, the ~~increases~~Company is in a net deferred tax ~~basis~~liability ~~based~~position onof ~~enacted~~$0.3 ~~federal~~million and ~~state~~$0.2 ~~tax~~million ~~rates~~as atof ~~the~~June 30, ~~date~~2024 ofand ~~the~~December 31, ~~exchange;~~2023, respectively.

cTax Receivable Agreement Obligation – The Company and Holdings LLC entered into a Tax Receivable Agreement (the “Tax Receivable Agreement” or “TRA”) with Rubicon Continuing Unitholders (as defined in Note 3) and Blocked Unitholders (as defined in Note 3) (together, the “TRA Holders”). Pursuant to the ~~extent~~Tax Receivable Agreement, among other things, the Company ~~estimates~~is ~~that~~required to pay to the ~~full~~TRA ~~benefit~~Holders ~~represented~~85% of certain of the Company’s realized (or in certain cases deemed realized) tax savings as a result of certain tax benefits related to the transactions contemplated by the ~~deferred~~Merger Agreement and future exchanges of Class B Units for Class A Common Stock or cash. The actual tax ~~asset~~benefit, ~~will~~as ~~not~~well beas ~~fully~~the ~~realized~~amount ~~based~~and ontiming anof ~~analysis~~any ~~that~~payments ~~will~~under ~~consider~~the TRA, ~~among~~will ~~other~~vary ~~things~~depending on a number of factors, including the ~~expectation~~price of Class A Common Stock at the time of the exchange; the timing of future ~~earnings~~exchanges; the extent to which exchanges are taxable; the amount and timing of the utilization of tax attributes; the amount, timing and character of the Company’s ~~reduces~~income; the ~~deferred~~U.S. federal, state and local tax ~~asset~~rates ~~with~~then aapplicable; ~~valuation~~the ~~allowance~~depreciation and amortization periods that apply to the increases in tax basis; the timing and amount of any earlier payments that the Company may have made under the TRA; and the portion of the Company’s payments under the TRA that constitute imputed interest or give rise to depreciable or amortizable tax basis.

~~d. the effects of changes in any of the estimates and subsequent changes in the enacted tax rates after the initial recognition will be included in the Company’s net loss.~~13

12The Company accounts for the effects of these increases in tax basis and associated payments under the TRAs if and when exchanges occur as follows:

Aa. ~~TRA~~recognizes ~~liability is determined and recorded under ASC 450, “Contingencies”, as~~ a contingent liability; ~~therefore,~~for the ~~Company~~TRA isobligation ~~required~~when toit ~~evaluate whether the liability~~ is ~~both~~deemed probable and ~~the~~estimable, ~~amount~~with ~~can~~a becorresponding ~~estimated.~~adjustment ~~Since~~to ~~the~~additional ~~TRA~~paid-in-capital, ~~liability is payable upon cash tax savings and the Company has not determined that positive future taxable income is probable~~ based on the ~~Company’s~~estimate ~~historical~~of ~~loss~~the ~~position~~aggregate ~~and~~amount ~~other factors~~ that ~~make it difficult to rely on forecasts,~~ the Company ~~has not recorded the TRA liability as of March 31, 2024 or December 31, 2023. The Company~~ will ~~evaluate this on a quarterly basis, which may result in an adjustment in future periods.~~pay;

~~Earnings~~b. ~~(Loss)~~records ~~Per~~an ~~Share~~increase ~~(“EPS”)~~in –deferred ~~Basic~~tax ~~income~~assets ~~(loss)~~for ~~per~~the ~~share~~estimated ~~is computed by dividing net~~ income ~~(loss)~~tax ~~attributable~~effects toof ~~Rubicon~~the ~~Technologies,~~increases ~~Inc.~~in bytax ~~the~~basis ~~weighted-average~~based ~~number~~on ofenacted ~~shares~~federal ofand ~~Class~~state Atax ~~Common~~rates ~~Stock~~at ~~outstanding~~the ~~during~~date of the ~~period.~~exchange;

~~Diluted~~c. ~~income (loss) per share is computed giving effect~~ to ~~all~~the ~~potential~~extent ~~weighted-average~~the ~~dilutive~~Company ~~shares~~estimates ~~for~~that the ~~period.~~full ~~The~~benefit ~~dilutive~~represented ~~effect~~by ofthe ~~outstanding~~deferred ~~awards~~tax orasset ~~financial~~will ~~instruments,~~not ifbe ~~any,~~fully isrealized ~~reflected~~based inon ~~diluted~~an ~~income~~analysis ~~(loss)~~that ~~per~~will ~~share~~consider, byamong ~~application~~other ~~of the treasury stock method or if converted method~~things, ~~as applicable. Stock awards are excluded from~~ the ~~calculation~~expectation of ~~diluted~~future ~~EPS~~earnings, in the ~~event~~Company ~~they~~reduces ~~are antidilutive or subject to performance conditions for which~~ the ~~necessary~~deferred ~~conditions~~tax ~~have~~asset ~~not~~with ~~been~~a ~~satisfied~~valuation byallowance; ~~the end of the reporting period. See Note 15 for additional information on dilutive securities.~~and

~~Prior~~d. to the ~~Mergers,~~effects ~~the membership structure~~ of ~~Holdings~~changes ~~LLC~~in ~~included~~any ~~units with liquidation preferences. The Company analyzed the calculation~~ of ~~loss per unit for periods prior to~~ the ~~Mergers~~estimates and ~~determined~~subsequent ~~that~~changes ~~it resulted~~ in ~~values~~the ~~that~~enacted ~~would~~tax ~~not~~rates beafter ~~meaningful to~~ the ~~users~~initial ofrecognition ~~these~~will ~~condensed~~be ~~consolidated~~included ~~financial~~in ~~statements.~~the AsCompany’s anet ~~result,~~ loss ~~per share information has not been presented for periods prior to the Closing~~.

~~Derivative~~A ~~Financial~~TRA ~~Instruments~~liability –is ~~From~~determined ~~time~~and torecorded ~~time,~~under ~~the~~ASC ~~Company~~450, ~~utilizes~~“Contingencies”, ~~derivative instruments~~ as ~~part~~a ofcontingent ~~our~~liability; ~~overall~~therefore, ~~strategy.~~the ~~The~~ Company’s ~~derivative~~is ~~instruments~~required ~~are~~to ~~recorded~~evaluate atwhether the ~~fair~~liability ~~value~~is onboth ~~the~~probable ~~consolidated~~and ~~balance~~the ~~sheets.~~amount ~~These~~can ~~derivative~~be ~~instruments~~estimated. ~~have~~Since ~~not~~the ~~been~~TRA ~~designated~~liability is aspayable ~~hedges;~~upon ~~therefore,~~cash ~~both~~tax ~~realized~~savings and ~~unrealized~~the ~~gains~~Company ~~and~~has ~~losses~~not ~~are~~determined ~~recognized~~that inpositive future ~~earnings.~~taxable ~~For~~income ~~the~~is ~~purposes~~probable ofbased ~~cash~~on ~~flow~~the ~~presentation,~~Company’s ~~realized~~historical ~~and~~loss ~~unrealized~~position ~~gains~~and orother ~~losses~~factors ~~are~~that ~~included~~make ~~under~~it ~~cash~~difficult ~~flows~~to ~~from~~rely ~~operating~~on ~~activities.~~forecasts, the ~~Upfront~~Company ~~cash~~has ~~payments~~not ~~received~~recorded ~~upon~~ the ~~issuance~~TRA ofliability ~~derivative~~as ~~instruments~~of ~~are~~June 30, ~~included~~2024 ~~within~~or ~~cash flows from financing activities~~December 31, ~~while~~2023. ~~the~~The ~~prepayments~~Company ~~made~~will ~~upon~~evaluate ~~the~~this ~~issuance~~on ofa ~~derivative~~quarterly ~~instruments~~basis, ~~are~~which ~~included~~may ~~within~~result ~~cash~~in an ~~flows~~adjustment ~~from~~in ~~investing~~future ~~activities within the consolidated statements of cash flows~~periods.

~~Stock-Based~~Earnings ~~Compensation~~(Loss) –Per ~~The~~Share ~~Company~~(“EPS”) ~~measures~~– ~~fair~~Basic ~~value~~income of(loss) ~~employee~~per ~~stock-based~~share ~~compensation~~is ~~awards~~computed onby ~~the~~dividing ~~date~~net ofincome ~~grant~~(loss) ~~and uses the straight-line attribution method~~ attributable to ~~recognize~~Rubicon ~~the related expense over the requisite service period~~Technologies, ~~and accounts for forfeitures as they occur~~Inc. ~~The~~by ~~fair value of equity-classified restricted stock units and performance-based restricted stock units is equal to~~ the ~~market price of Class A Common Stock on the date of grant. The liability~~weighted-~~classified~~average ~~restricted~~number ~~stock units are recognized at their fair value that is equal to the market price~~ of ~~Class~~shares ~~A Common Stock on the date~~ of ~~grant and remeasured to the market price of~~ Class A Common Stock atoutstanding ~~each~~during ~~period-end with related changes in~~ the ~~fair value recognized in general and administrative expense on the consolidated statements of operations~~period.

~~The~~Diluted ~~Company~~income ~~accounts~~(loss) ~~for~~per ~~nonemployee~~share ~~stock~~is computed giving effect to all potential weighted-~~based~~average dilutive ~~transactions~~shares ~~using~~for the ~~fair~~period. ~~value~~The dilutive effect of ~~the~~outstanding ~~consideration~~awards ~~received~~or financial instruments, if any, is reflected in diluted income (~~i.e.~~loss) per share by application of the treasury stock method or if converted method, as applicable. Stock awards are excluded from the ~~value~~calculation of diluted EPS in the ~~goods~~event orthey ~~services)~~are antidilutive or subject to performance conditions for which the ~~fair~~necessary ~~value~~conditions have not been satisfied by the end of the ~~equity~~reporting ~~instruments~~period. ~~issued,~~See ~~whichever~~Note is15 ~~more~~for ~~reliably~~additional ~~measurable~~information on dilutive securities.

~~Note~~Derivative ~~2—Recent~~Financial ~~accounting~~Instruments ~~pronouncements~~– From time to time, the Company utilizes derivative instruments as part of our overall strategy. The Company’s derivative instruments are recorded at fair value on the consolidated balance sheets. These derivative instruments have not been designated as hedges; therefore, both realized and unrealized gains and losses are recognized in earnings. For the purposes of cash flow presentation, realized and unrealized gains or losses are included under cash flows from operating activities. Upfront cash payments received upon the issuance of derivative instruments are included within cash flows from financing activities, while the prepayments made upon the issuance of derivative instruments are included within cash flows from investing activities within the consolidated statements of cash flows.

~~Accounting~~Stock-Based ~~pronouncements~~Compensation ~~issued~~– The Company measures fair value of employee stock-based compensation awards on the date of grant and uses the straight-line attribution method to recognize the related expense over the requisite service period, ~~but~~and ~~not~~accounts ~~adopted~~for forfeitures as they occur. The fair value of ~~March 31,~~equity-classified ~~2024~~restricted stock units and performance-based restricted stock units is equal to the market price of Class A Common Stock on the date of grant. The liability-classified restricted stock units are recognized at their fair value that is equal to the market price of Class A Common Stock on the date of grant and remeasured to the market price of Class A Common Stock at each period-end with related changes in the fair value recognized in general and administrative expense on the consolidated statements of operations.

InThe ~~November 2023,~~Company ~~the~~accounts ~~FASB~~for ~~issued~~nonemployee ~~Accounting Standard Update (“ASU”) 2023~~stock-~~07,~~based ~~Segment~~transactions ~~Reporting~~using ~~(Topic~~the ~~280):~~fair ~~Improvements to Reportable Segment Disclosures, which~~value ~~requires enhanced disclosure~~ of ~~significant~~the ~~segment~~consideration ~~expenses~~received ~~on an annual and interim basis~~(i.e., ~~This ASU will be effective for~~ the ~~annual periods~~value ~~beginning~~of the ~~year~~goods ~~ended~~or ~~December 31,~~services) ~~2024,~~or ~~and~~the ~~for interim periods beginning January 1, 2025. Early adoption is permitted.~~fair ~~Upon~~ value ~~adoption,~~of ~~this ASU should be applied retrospectively to all prior periods presented in~~ the ~~financial~~equity ~~statements.~~instruments ~~The~~issued, ~~Company~~whichever is ~~currently evaluating~~more ~~the~~reliably ~~impact this ASU will have on the Company’s consolidated financial statements~~measurable.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which improves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. This ASU will be effective for the annual periods beginning the year ended December 31, 2026. Early adoption is permitted. Upon adoption, this ASU can be applied prospectively or retrospectively. The Company is currently evaluating the impact this ASU will have on the Company’s consolidated financial statements.14

13Note 2—Recent accounting pronouncements

~~Note~~Accounting ~~3—Mergers~~pronouncements issued, but not adopted as of June 30, 2024

AsIn ~~further~~November 2023, ~~discussed~~the inFASB ~~Note~~issued 1Accounting Standard Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires enhanced disclosure of significant segment expenses on ~~August~~an annual and interim basis. This ASU will be effective for the annual periods beginning the year ended December 1531, ~~2022~~2024, ~~the~~and ~~Mergers~~for ~~were~~interim ~~consummated~~periods ~~pursuant~~beginning toJanuary 1, ~~the~~2025. ~~Merger~~Early ~~Agreement~~adoption is permitted. InUpon ~~connection~~adoption, ~~with~~this ASU should be applied retrospectively to all prior periods presented in the ~~Closing,~~financial statements. The Company is currently evaluating the ~~following~~impact ~~occurred~~this inASU ~~addition~~will tohave on the ~~disclosures~~Company’s inconsolidated ~~Note~~financial 1:statements.

-In ~~(a) Each then-issued and outstanding Class A ordinary share~~December 2023, ~~par~~the ~~value~~FASB ~~$0.0001 per share, of Founder (“Founder Class A Shares”) automatically converted into one share of Class A Common Stock, (b) each then-~~issued ~~and~~ASU ~~outstanding Class B ordinary share~~2023-09, ~~par~~Income ~~value~~Taxes ~~$0.0001 per share, of Founder~~ (~~“Founder~~Topic ~~Class B Shares” and, together with Founder Class A Shares, “Founder Ordinary Shares”~~740),: ~~converted~~Improvements ~~into~~to ~~one~~Income ~~share~~Tax ~~of Class A Common Stock~~Disclosures, ~~pursuant~~which toimproves the ~~Sponsor~~transparency ~~Agreement,~~of ~~dated~~income ~~December~~tax ~~15,~~disclosures ~~2021,~~ by ~~and~~requiring ~~among~~consistent categories ~~Founder, Founder SPAC Sponsor LLC (“Sponsor”), Holdings LLC,~~ and ~~certain~~greater ~~insiders~~disaggregation of ~~Founder,~~information ~~(c)~~in ~~each~~the ~~then-issued~~effective ~~and~~tax ~~outstanding~~rate ~~public~~reconciliation and ~~warrant~~income oftaxes ~~Founder,~~paid ~~each~~disaggregated ~~representing~~by ~~a right to acquire one Founder Class A Share for $92~~jurisdiction.00 (aIt ~~“Founder~~also ~~Public~~includes ~~Warrant”),~~certain ~~converted~~other amendments ~~automatically, on a one-for-one basis, into a public warrant of the Company (a “Public Warrant”) that represents a right~~ to ~~acquire~~improve ~~one share of Class A Common Stock for $92.00 pursuant to~~ the ~~Warrant~~effectiveness Agreement, dated October 14, 2021, by and between Founder and Continental Stock Transfer and Trust Company (as amended, the “Warrant Agreement”), (d) each then-issued and outstanding private placement warrant of ~~Founder,~~income ~~each~~tax ~~representing a right to acquire one Founder Class A Share for $92~~disclosures.00 (aThis ~~“Founder~~ASU ~~Private~~will ~~Placement~~be effective ~~Warrant”), converted automatically, on a one-~~for~~-one~~ ~~basis, into a private placement warrant of~~ the ~~Company~~annual ~~(the~~periods ~~“Private~~beginning ~~Warrant” and together with~~ the ~~Public~~year ~~Warrants~~ended December 31, ~~the~~2026. ~~“IPO~~Early ~~Warrants”)~~adoption ~~that~~is ~~represents a right to acquire one share of Class A Common Stock for $92~~permitted.00 ~~pursuant~~Upon ~~to the Warrant Agreement~~adoption, ~~and~~this ~~(e)~~ASU ~~each~~can ~~then-issued~~be ~~and~~applied ~~outstanding~~prospectively or ~~unit~~retrospectively. ofThe ~~Founder,~~Company ~~each~~is ~~representing~~currently aevaluating ~~Founder Class A Share and one-half of a Founder Public Warrant (a “Founder Unit”), that had not been previously separated into~~ the ~~underlying~~impact ~~Founder~~this ~~Class~~ASU Awill ~~Share~~have on ~~and one-half of one Founder Public Warrant upon~~ the ~~request~~Company’s ofconsolidated ~~the~~financial ~~holder thereof, was separated and automatically converted into one share of Class A Common Stock and one-half of one Public Warrant~~statements. ~~No fractional Public Warrants were issued upon separation of the Founder Units.~~

-Note ~~The~~3—Revision ~~Company was issued Class A Units in Holdings LLC (“Class A Units”) and all preferred units, common units, and incentive units~~ of ~~Holdings~~Prior ~~LLC~~Period ~~(including~~Financial such convertible instruments, the “Rubicon Interests”) outstanding were automatically recapitalized into Class A Units and Class B Units of Holdings LLC (“Class B Units”), as authorized by the Eighth Amended and Restated Limited Liability Company Agreement of Holdings LLC (“A&R LLCA”) that was adopted on the Closing Date. On the Closing Date, (a) holders of the Rubicon Interests immediately before the Closing, other than Boom Clover Business Limited, NZSF Frontier Investments Inc., and PLC Blocker A LLC (collectively, the “Blocked Unitholders”), were issued Class B Units (the “Rubicon Continuing Unitholders”), (b) the Rubicon Continuing Unitholders were issued a number of shares of Class V Common Stock equal to the number of Class B Units issued to the Rubicon Continuing Unitholders, (c) the Blocked Unitholders were issued shares of Class A Common Stock, and (d) following the adoption of the equity incentive award plan of Rubicon adopted at the Closing (the “2022 Plan”) and the effectiveness of a registration statement on Form S-8 filed on October 19, 2022, holders of phantom units of Holdings LLC immediately prior to the Closing (“Rubicon Phantom Unitholders”) and those current and former directors, officers and employees of Holdings LLC entitled to certain cash bonuses (the “Rubicon Management Rollover Holders”) are to receive restricted stock units (“RSUs”) and deferred stock units (“DSUs”), and such RSUs and DSUs will vest into shares of Class A Common Stock. In addition to the securities issuable at the Closing and the RSUs and DSUs, certain of the Rubicon Management Rollover Holders received one-time cash payments (the “Cash Transaction Bonuses”). In addition, pursuant to the Merger Agreement, (i) the Blocked Unitholders immediately before the Closing received a right to receive a pro rata portion of the Earn-Out Class A Shares and (ii) the Rubicon Continuing Unitholders immediately before the Closing received a right to receive a pro rata portion of the Earn-Out Units and an equivalent number of shares of Class V Common Stock, in each case, depending upon the performance of Class A Common Stock during the five year period after the Closing, as discussed in greater detail in Note 1.Statements

-Revision ~~Certain investors (the “PIPE Investors”) purchased, and the Company sold to such PIPE Investors an aggregate~~ of ~~1,512,500~~Previously ~~shares~~Issued ofCondensed ~~Class~~Consolidated AFinancial ~~Common Stock at a price of $80.00 per share pursuant to and as set forth in the subscription agreements against payment by such PIPE Investors of the respective amounts set forth therein.~~Statements

14In connection with the preparation of the Company’s condensed consolidated financial statements for the quarter ended June 30, 2024, the Company noted that certain YA warrants (see Note 10) were improperly reclassified to equity from liability in the end of February 2024. Specifically, the Company (a) did not appropriately perform full analysis on all the terms within the agreement that could trigger liability classification resulting in an overstatement of shareholders’ equity and understatement of warrant liabilities; and (b) did not fair value warrant liabilities through the end of March 31, 2024 due to the reclassification of warrant liabilities to equity during the period ended March 31, 2024 resulting in an overstatement of the gain from the change in fair value of the YA warrants for the period ended March 31, 2024.

-The ~~Certain~~Company ~~investors~~has ~~(the~~revised ~~“FPA~~its ~~Sellers”)~~condensed ~~purchased,~~consolidated ~~and~~financial ~~the~~statements ~~Company~~for ~~issued~~the ~~and~~quarter ~~sold~~ended toMarch ~~such FPA Sellers~~31, ~~an aggregate of 885~~2024,~~327~~ ~~shares of Class A Common Stock pursuant to~~ and asrevised ~~set~~the ~~forth~~impacted amounts inwithin the ~~Forward~~accompanying ~~Purchase~~notes ~~Agreement~~to ~~entered~~condensed ~~into~~consolidated ~~between~~financial ~~Founder~~statements. ~~and~~The ~~ACM~~Company ~~ARRT~~elected Fto ~~LLC~~correct ~~(“ACM~~immaterial ~~Seller”)~~errors that onit ~~August~~identified 4,in ~~2022,~~the ~~against~~condensed ~~payment~~consolidated byfinancial ~~such~~statements ~~FPA~~as ~~Sellers~~ of ~~the~~and ~~respective~~for ~~amounts~~the ~~set~~quarter ~~forth~~ended ~~therein.~~March ~~The Forward Purchase Agreement was subsequently terminated on November 30~~31, ~~2022.~~2024 ~~See~~previously ~~Note 11 for further information~~issued.

-Description ~~The Company (a) caused to be issued to certain investors 110,000 Class B Units pursuant to the Merger Agreement, (b) issued 20,000 shares~~ of ~~Class~~Revision ~~A Common Stock to certain investors, and (c) Sponsor forfeited 20,000 shares of Class A Common Stock.~~Tables

-The ~~Blocked~~following ~~Unitholders~~tables present the revised amounts in the condensed consolidated financial statements as of and ~~Rubicon~~for ~~Continuing~~the ~~Unitholders~~quarter ~~retained~~ended ~~aggregate~~March 31, 22024 including the revised amounts in the condensed consolidated balance sheets,~~480,865~~ ~~shares~~condensed consolidated statements of ~~Class~~operations, Acondensed ~~Common~~consolidated ~~Stock~~statements ~~and~~of 14stockholders’ deficit,~~834,735~~ ~~shares~~and the condensed consolidated statements of ~~Class~~cash Vflows. ~~Common~~The ~~Stock~~Revision atReference column corresponds to the ~~Closing~~listing of revision adjustments noted immediately above.

~~- The Company and Holdings LLC entered into the Tax Receivable Agreement with the TRA Holders. See Note 1 for further information.~~15

-Revised ~~The~~amounts ~~Company contributed approximately $73.8 million of cash to Rubicon Technologies Holdings, LLC, representing the net amount held~~ in the ~~Company’s~~condensed ~~trust~~consolidated ~~account~~balance following the redemption of Class A Common Stock originally sold in Founder’s initial public offering, less (a) cash consideration of $28.9 million paid to Holdings LLC’s certain management members, plus (b) $121.0 million in aggregate proceeds received from the PIPE Investors, less (c) the aggregate amount of transaction expenses incurred by the parties to the Merger Agreement and (d) payment to the FPA Sellers pursuant to the Forward Purchase Agreement.sheets:

- The Company incurred $67.3 million in transaction costs relating to the Mergers. The Company settled $7.0 million of transaction costs by issuing Class A Common Stock on February 6, 2023, which resulted in a gain of $0.6 million and was recognized as a component of other income (expense) on the accompanying condensed consolidated statement of operations for the three months ended March 31, 2023. No such settlement occurred during the three months ended March 31, 2024.


	March 31, 2024
(in thousands)	As Previously Reported			Adjustments			As Revised			Revision Reference
Current liabilities:
Warrant liabilities	$	2,697		$	10,598		$	13,295		a, b
Total current liabilities	$	226,013		$	10,598		$	236,611
Total liabilities	$	333,270		$	10,598		$	343,868

Stockholders’ Deficit:
Additional paid-in capital	$	267,772		$	(9,772	)	$	258,000		a, b
Accumulated deficit	$	(410,475	)	$	(770	)	$	(411,245	)
Total stockholders’ deficit attributable to Rubicon Technologies, Inc.	$	(142,698	)	$	(10,542	)	$	(153,240	)	b
Noncontrolling interests	$	7,755		$	(56	)	$	7,699		b
Total stockholders’ Deficit	$	(134,943	)	$	(10,598	)	$	(145,541	)	b
Total Liabilities and Stockholders’ Deficit	$	198,327		$	-		$	198,327		a, b

~~Note~~Revised 4—amounts ~~Discontinued~~in ~~operations of~~ the ~~SaaS~~condensed ~~Business~~consolidated statements of operations:

During the three months ended March 31, 2024, the Company commenced a strategic evaluation of its SaaS Business. As of March 31, 2024, the Company had committed to a plan to sell the business within one year and was actively marketing it in its current condition. The SaaS Business met the held for sale criteria and represented a strategic shift in the Company’s operations. As a result, the SaaS Business have been presented as discontinued operations and, as such, have been excluded from both continuing operations for all periods and the notes to the condensed consolidated financial statements have been adjusted on a retrospective basis. On May 7, 2024, the Company entered into an agreement to sell the SaaS Business to an entity affiliated with Andres Chico, chairman of the Company’s board of directors, and Jose Miguel Enrich, a beneficial owner of greater than 10% of the issued and outstanding Class A Common Stock and Class V Common Stock, for a purchase price of $68.2 million. The agreement also provides a potential earn-out payment to the Company of $12.5 million if the SaaS Business sales achieves a certain annual recurring revenue target on or prior to December 31, 2024.


	March 31, 2024
(in thousands)	As Previously Reported			Adjustments			As Revised			Revision Reference
Other Income (Expense):
Gain (loss) on change in fair value of warrant liabilities	$	10,577		$	(826	)	$	9,751		b
Total other expense	$	(2,802	)	$	(826	)	$	(3,628	)	b
Loss from continuing operations before income taxes	$	(16,472	)	$	(826	)	$	(17,298	)	b
Net loss from continuing operations	$	(16,484	)	$	(826	)	$	(17,310	)	b
Net loss	$	(17,153	)	$	(826	)	$	(17,979	)	b

Net loss from continuing operations attributable to noncontrolling interests	$	(1,437	)	$	(56	)	$	(1,493	)	b
Net loss from continuing operations attributable to Class A common stockholders	$	(15,047	)	$	(770	)	$	(15,817	)	b

Net loss from continuing operations per Class A Common shares – basis and diluted	$	(0.33	)	$	(0.01	)	$	(0.34	)	b

The Company only has one reporting unit. The SaaS Business met the criteria for classification as held for sale and discontinued operations, therefore, goodwill is allocated to noncurrent assets of discontinued operations on the accompanying balance sheets as of March 31, 2024 and December 31, 2023 based on the relative fair value of the SaaS Business and the remaining business.16

15Condensed consolidated statements of stockholders’ deficit:

~~The~~As ~~following~~Previously ~~table presents the aggregate carrying amounts of the classes of assets and liabilities of discontinued operations of SaaS Business~~Reported:

Assets and Liabilities of Discontinued Operations	March 31, 2024		December 31, 2023
Schedule of condensed consolidated statements of stockholders’ deficit
Accounts receivable, net	$	5,339	$	4,047
	Common Stock – Class A				Additional Paid-in		Accumulated			Non controlling			Total
Contract assets, net		632		1,054
	Shares		Amount		Capital		Deficit			Interest			Deficit
Prepaid expenses		79		108
Exercise and conversion of liability classified warrants		3,831,232	$	1	$	4,023	$	-		$	-		$	4,024
Other current assets		288		48
Reclassification of liability classified warrants to equity		-		-		10,845		-			-			10,845
Current assets of discontinued operations		6,338		5,257
Exercise and conversion of equity classified warrants		1,710,291		-		-		-			-			-
Property and equipment, net		676		793
Net loss		-		-		-		(15,671	)		(1,482	)		(17,153	)
Goodwill		12,260		12,260
Balance, March 31, 2024, as previously reported		52,406,059	$	5	$	267,772	$	(410,475	)	$	7,755		$	(134,943	)
Intangible assets, net		385		550
Total assets of discontinued operations	$	19,659	$	18,860
Accrued expenses	$	919	$	356
Contract liabilities		7,198		5,860
Current liabilities of discontinued operations	$	8,117	$	6,216

~~The~~Revision results of operations are recorded as net loss from discontinued operations, net of tax on the accompanying condensed consolidated statements of operations for all periods presented. The following table presents the aggregate results of discontinued operations of the SaaS Businessimpacts:

Results of Discontinued Operations	March 31, 2024			March 31, 2023
	Common Stock – Class A						Additional Paid-in			Accumulated			Non controlling		Total
Revenue: Service	$	3,013		$	2,041
	Shares			Amount			Capital			Deficit			Interest		Deficit
Cost of revenue (exclusive of amortization and depreciation): Service		1,000			487
Exercise and conversion of liability classified warrants		1,710,291		$	-		$	1,073		$	-		$	-	$	1,073
Sales and marketing		1,500			829
Reclassification of liability classified warrants to equity		-			-			(10,845	)		-			-		(10,845	)
Product development		700			651
Exercise and conversion of equity classified warrants		(1,710,291	)		-			-			-			-		-
General and administrative		200			(41	)
Net loss		-			-			-			(826	)		-		(826	)
Amortization and depreciation		282			248
Revision impacts to balance, March 31, 2024		-		$	5		$	(9,772	)	$	(826	)	$	-	$	(10,598	)
Total costs and expense		3,682			2,174
Loss before income taxes		(669	)		(133	)
Income taxes expenses (benefits)		-			-
Net loss from discontinued operations, net of taxes	$	(669	)	$	(133	)

16As Revised:

Note 5—Property and equipment


	Common Stock –				Additional					Non
	Class A				Paid-in		Accumulated			controlling			Total
	Shares		Amount		Capital		Deficit			Interest			Deficit
Exercise and conversion of liability classified warrants		5,541,523	$	1	$	5,096	$	-		$	-		$	5,097

Reclassification of liability classified warrants to equity		-		-		-		-			-			-

Exercise and conversion of equity classified warrants		-		-		-		-			-			-

Net loss		-		-		-		(16,497	)		(1,482	)		(17,979	)

Balance, March 31, 2024, as revised		52,406,059	$	5	$	258,000	$	(411,301	)	$	7,755		$	(145,541	)

~~Property and equipment, net is comprised of the following as of March 31, 2024 and December 31, 2023 (in thousands):~~17

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

Revised amounts in the condensed consolidated statements of cash flows:

Property and equipment amortization and depreciation expense of continuing operations for the three months ended March 31, 2024 and 2023 was $0.1 million and $0.1 million, respectively. As further described in Note 4, $1.9 million of customer equipment and $1.2 million of related accumulated depreciation were classified to noncurrent assets of discontinued operations on the accompanying condensed consolidated balance sheet as of March 31, 2024, while $1.9 million of customer equipment and $1.1 million of related accumulated depreciation were classified to noncurrent assets of discontinued operations on the accompanying condensed consolidated balance sheet as of December 31, 2023.


	March 31, 2024
(in thousands)	As Previously Reported			Adjustments			As Revised			Revision Reference
Cash flows from operating activities:
Net loss	$	(17,153	)	$	(826	)	$	(17,979	)	b
Loss on change in fair value of warrant liabilities	$	(10,577	)	$	826		$	(9,751	)	b
Net cash flows from operating activities – continuing operations	$	(6,112	)	$			$	(6,112	)	b
Net cash flows from operating activities	$	(5,680	)	$	-		$	(5,680	)	b

Supplemental disclosures of non-cash investing and financing activities:
Reclassification of liability classified warrants to equity	$	10,845		$	(10,845	)	$	-		a

17Revised amounts and language in the Note 16, Fair value measurements, of the notes to the condensed consolidated financial statements:

~~Note~~The ~~6—Debt~~following tables summarize the Company’s financial assets and liabilities measured at fair value on a recurring basis for level 2 within the fair value hierarchy as of the dates indicated (in thousands):

Revolving Credit Facilities


	As of March 31, 2024
Liabilities	Level 3 (previously reported)		Adjustments			Level 3 (as revised)
Warrant liabilities	$	-	$	(10,598	)	$	(10,598	)
Total	$	-	$	(10,598	)	$	(10,598	)

Revolving Credit Facility – On December 14, 2018, the Company entered into a $60.0 million “Revolving Credit Facility” secured by all assets of the Company including accounts receivable, intellectual property, and general intangibles. The ~~Revolving~~roll-forward ~~Credit~~schedule ~~Facility’s~~for ~~maturity~~level ~~was~~3 ~~December~~classified ~~14,~~warrant liabilities ~~2023~~related ~~and bore an interest rate of SOFR plus 5.60%. On February 7, 2023, the Company entered into an amendment~~ to ~~the~~YA ~~Revolving~~Warrants ~~Credit~~is Facility, which (i) increased the maximum borrowing amount under the facility from $60.0 million to $75.0 million and (ii) amended the interest rate it bears to between 4.8% up to SOFR plus 4.9% determined based on certain metrics defined within the amended agreement. On March 22, 2023, the Company amended the Revolving Credit Facility, which (i) the Company and the lender modified its maturity date to the earlier of (a) December 14, 2025, (b) the maturity of the Term Loan (as ~~defined~~follows ~~below) and~~ (c)in ~~the maturity of the Subordinated Term Loan (as defined below~~thousands) and (ii) the lender consented to an amendment to the Subordinated Term Loan agreement. The borrowing capacity was calculated based on qualified billed and unbilled receivables. The fee on the average daily balance of unused loan commitments was 0.70%. Interest and fees were payable monthly with principal due upon maturity. In accordance with ASC 470-50, Debt – Modifications and Extinguishments, the Company concluded that these Revolving Credit Facility amendments were debt modifications.:

The Revolving Credit Facility required a lockbox arrangement, which provided for receipts to be swept daily to reduce borrowings outstanding at the discretion of the lender. This arrangement, combined with the existence of the subjective acceleration clause in the “Line of Credit” agreement, necessitated the Line of Credit be classified as a current liability on the consolidated balance sheets. The acceleration clause allowed for amounts borrowed under the facility to become immediately due in the event of a material adverse change in the Company’s business condition (financial or otherwise), operations, properties or prospects, change of management, or change in control.

Schedule of warrant liabilities
Level 3 Roll-forward	YA Warrants Liabilities
December 31, 2023 balances	$	-
Reclassified from level 2		(18,601	)
Additions		-
Exercise of warrants		4,167
Changes in fair value		3,836
Reclassified to level 2		-
March 31, 2024 balances, as revised	$	(10,598	)

On June 7, 2023, the Company fully prepaid the borrowing under the Revolving Credit Facility in the amount of $48.6 million and terminated the facility. As a result, the Company recorded $2.6 million of a loss on extinguishment of debt obligations on the statement of operations for the year ended December 31, 2023.18

~~June 2023~~Warrant ~~Revolving~~liabilities ~~Credit~~– ~~Facility~~The –outstanding warrants Onwhich were classified as warrant liabilities, as of June 730, ~~2023~~2024, were the ~~Company~~YA ~~entered~~Warrant ~~into~~and athe ~~$90~~June 2023 Term Loan Warrants.0 ~~million~~The “June 2023 ~~Revolving~~Term ~~Credit~~Loan ~~Facility”~~Warrants ~~secured~~were byclassified ~~the~~as ~~Company’s~~level ~~accounts~~2. ~~receivable,~~The ~~all~~YA ~~contracts~~warrant ~~and~~liabilities ~~contract~~were ~~rights~~classified to level 3 as of June 30, 2024 and ~~general~~level ~~intangibles~~2 as of December 31, ~~with~~2023, arespectively. ~~maturity~~The ~~date~~sole underlying asset of the ~~earlier~~outstanding warrant liabilities of ~~(i)~~level ~~June~~2 7warrant liabilities as of March 31, ~~2026~~2024 orwas ~~(ii)~~Class 90A ~~days~~Common ~~prior~~Stock, towhich is an observable input, however the ~~maturity~~value ~~date~~of the warrants themselves were not directly or indirectly observable. The fair value of the warrant liabilities for the June 2023 Term Loan ~~(defined~~Warrants ~~below)~~were (determined based on price of the ~~“Springing~~underlying ~~Maturity”).~~share ~~The~~and ~~June 2023~~the ~~Revolving~~terms ~~Credit~~of ~~Facility~~each ~~bears~~warrant, anspecifically ~~interest~~whether ~~rate~~each ofwarrant ~~SOFR~~is ~~plus~~exercisable ~~4.25%~~for ~~(or~~a ~~3.95%~~fixed ifnumber of ~~the~~shares ~~Company~~of ~~meets~~Class ~~certain~~A ~~conditions~~Common ~~defined~~Stock, inhence the ~~agreement)~~value ~~(9.7%~~of asthe oftotal ~~March 31,~~shares ~~2024).~~a ~~The~~warrant ~~borrowing~~is ~~capacity~~exercisable for is ~~calculated~~variable, ~~based~~or ona ~~the~~fixed ~~Company’s~~value ~~borrowing~~of ~~base~~shares of ~~collateral~~Class asA ~~defined~~Common inStock thus the ~~June 2023~~number ~~Revolving~~of ~~Credit~~the ~~Facility~~total ~~agreement,~~shares ~~which~~a warrant is ~~comprised~~exercisable offor ~~qualified~~is ~~billed~~variable. ~~and~~The ~~unbilled~~exercise ~~receivables~~prices ~~and~~of the ~~September 2023~~liability-classified warrants ~~Rodina~~which ~~Letter~~were outstanding as of ~~Credit~~March 31, 2024 were minimal (as$0.08 ~~defined~~per ~~below~~Class A Common Stock share) and did not have significant impact to the fair value measurements of these warrants. The ~~fee~~fair onvalue of the ~~average~~YA ~~daily~~Warrant ~~balance~~liability was determined using the redemption value of ~~unused~~the ~~loan~~warrant ~~commitments~~upon isthe ~~0.5%.~~occurrence ~~Interest~~of ~~and~~a ~~fees~~Fundamental ~~are~~Transaction, ~~payable~~as ~~monthly~~defined in ~~arrears~~the onWarrant ~~the~~Agreement. ~~first~~See ~~day~~Note of10 ~~each~~for ~~month~~further information regarding the warrant liabilities.

~~The~~Note ~~June 2023~~4—Discontinued ~~Revolving~~Operations ~~Credit~~and ~~Facility~~Business requires a lockbox arrangement, which provides for receipts to be swept daily to reduce borrowings outstanding at the discretion of the lender. This arrangement, combined with the existence of the subjective acceleration clause in the Line of Credit agreement, necessitates the Line of Credit be classified as a current liability on the consolidated balance sheets. The acceleration clause allows for amounts borrowed under the facility to become immediately due in the event of a material adverse change in the Company’s business condition (financial or otherwise), operations, properties or prospects, change of management, or change in control.Disposition

OnDiscontinued September 22, 2023, an entity affiliated with Andres Chico and Jose Miguel Enrich issued a standby letter of credit in the amount of $15.0 million (the “September 2023 Rodina Letter of Credit”) to the lender of the June 2023 Revolving Credit Facility on behalf of the Company, which increased the Company’s borrowing base collateral under the facility by $15.0 million. The expiration date of the September 2023 Rodina Letter of Credit is September 30, 2024 with an automatic renewal option for one additional year through September 30, 2025.Operations

18During the three months ended March 31, 2024, the Company commenced a strategic evaluation of its SaaS Business. As of March 31, 2024, the Company had committed to a plan to sell the business within one year and was actively marketing it in its current condition. The SaaS Business met the held for sale criteria and represented a strategic shift in the Company’s operations. As a result, the SaaS Business have been presented as discontinued operations and, as such, have been excluded from both continuing operations for all periods and the notes to the condensed consolidated financial statements have been adjusted on a retrospective basis.

OnThe ~~December 5, 2023, the~~ Company ~~entered~~only ~~into~~has anone ~~amendment~~reporting ~~to the June 2023 Revolving Credit Facility~~unit. The ~~amendment~~SaaS ~~temporally~~Business ~~modified~~met the ~~calculation~~criteria ~~methodology~~for ofclassification as ~~the~~held ~~borrowing~~for ~~base~~sale ~~collateral,~~and ~~resulting~~discontinued ~~in its increase by $5.0 million through January 15~~operations, ~~2024~~therefore, ~~which~~goodwill ~~was~~is ~~subsequently~~allocated ~~extended~~ to noncurrent ~~March 15,~~assets ~~2024~~of ~~with~~discontinued anoperations ~~option~~on tothe beaccompanying ~~further~~balance ~~extended~~sheets ~~to June~~as December 1531, ~~2024.~~2023 Tobased ~~date,~~on the ~~modified~~relative ~~calculation~~fair ~~methodology~~value of the ~~borrowing~~SaaS ~~base~~Business ~~has~~and ~~been~~the ~~extended~~remaining ~~on a month-to-month basis~~business.

AsOn ~~of March~~May 317, 2024, the Company’s ~~total~~entered ~~outstanding~~into ~~borrowings~~an ~~under~~agreement to sell the ~~Line~~SaaS ofBusiness ~~Credit~~to ~~were~~an ~~$72.0~~entity affiliated ~~million~~with ~~and~~Andres noChico, ~~amount~~chairman ~~remained~~of ~~available~~the toCompany’s ~~draw~~board of directors, ~~after~~and ~~accounting~~Jose ~~for~~Miguel ~~the~~Enrich, ~~borrowing~~a ~~base~~beneficial ~~collateral~~owner ~~increases~~of ~~discussed~~greater ~~above.~~than ~~The~~10% of ~~June 2023~~the ~~Revolving~~issued ~~Credit~~and ~~Facility~~outstanding isClass ~~subject~~A toCommon ~~certain~~Stock ~~financial~~and ~~covenants~~Class V Common Stock. AsRefer to ofBusiness ~~March 31,~~disposition ~~2024,~~below ~~the~~for ~~Company~~further ~~was~~discussion inon ~~compliance~~the ~~with~~sale ~~these~~of ~~financial~~the ~~covenants~~SaaS business.

The Company capitalized $2.9 million in deferred debt charges related to the June 2023 Revolving Credit Facility during the year ended December 31, 2023, which has been recorded to prepaid expenses on the accompanying condensed consolidated balance sheet and are amortized over the remaining term of the June 2023 Revolving Credit Facility. The deferred debt charges balances as of March 31, 2024 and December 31, 2023 were $2.1 million and $2.3 million, respectively. Amortization of deferred debt charges related to the June 2023 Revolving Credit Facility were $0.2 million for the three months ended March 31, 2024.19

~~Term~~The ~~Loan~~following ~~Facilities~~table presents the aggregate carrying amounts of the classes of assets and liabilities of discontinued operations of the SaaS Business disposed as of May 7, 2024 (disposition date) and December 31, 2023 (in thousands):

Term Loan – On March 29, 2019, the Company entered into a $20.0 million “Term Loan” agreement secured by a second lien on all assets of the Company including accounts receivable, intellectual property and general intangibles. The Term Loan was subsequently upsized to $60.0 million and bore an interest rate of LIBOR plus 9.5% with a maturity date of the earlier of March 29, 2024, or the maturity date of the Revolving Credit Facility.


Assets and Liabilities of Discontinued Operations	May 7, 2024		December 31, 2023
Accounts receivable, net	$	680	$	4,047
Contract assets, net		-		1,054
Prepaid expenses		83		108
Other current assets		129		48
Current assets of discontinued operations		892		5,257
Deferred commissions		142		-
Property and equipment, net		787		793
Goodwill		11,440		12,260
Intangible assets, net		318		550
Total assets of discontinued operations	$	13,579	$	18,860

Accrued expenses	$	645	$	356
Contract liabilities		6,697		5,860
Current liabilities of discontinued operations	$	7,342	$	6,216

OnThe ~~November 18,~~results ~~2022,~~of ~~the~~operations ~~Company~~are ~~entered~~recorded ~~into an amendment to the Term Loan agreement, in which the lender consented to the amendments to the Revolving Credit Facility agreement and the Subordinated Term Loan (~~as ~~defined~~net ~~below)~~loss ~~agreement.~~from ~~Per~~discontinued ~~the amended Term Loan agreement~~operations, annet of ~~additional~~tax ~~fee~~on ~~was incurred in~~ the ~~amount~~accompanying ofcondensed ~~$2.0~~consolidated ~~million,~~statements ~~out~~ of ~~which~~operations ~~$1.0~~for ~~million~~all periods ~~became due in cash and the other $1~~presented.0 ~~million~~The ~~was~~following ~~accrued~~table topresents the ~~principal~~aggregate ~~balance~~results of ~~the~~discontinued operations ~~Term~~of ~~Loan as~~ the ~~Company~~SaaS ~~did~~Business ~~not~~for ~~repay~~three ~~the~~months ~~Term~~ended ~~Loan in full on or before March~~June 2730, ~~2023.~~2024 ~~Furthermore,~~and ~~beginning on April 3,~~ 2023, an(in ~~additional $0.15 million fee accrued to the principal balance of the Term Loan each week thereafter until the Term Loan was fully repaid.~~thousands):

On February 7, 2023, the Company entered into an amendment to the Term Loan agreement, which (i) amended the interest rate the Term Loan bears to SOFR plus 9.6% and (ii) required the Company to make a prepayment of $10.3 million, including $10.0 million of the principal and $0.3 million of the prepayment premium. Pursuant to the amended agreement, the Company made a $10.3 million payment to the Term Loan lender on February 7, 2023 and recorded $0.8 million as a loss on extinguishments of debt obligations on the accompanying consolidated statements of operations.


Results of Discontinued Operations	June 30, 2024			June 30, 2023
Revenue: Service	$	1,045		$	2,614
Cost of revenue (exclusive of amortization and depreciation): Service		440			887
Sales and marketing		593			800
Product development		277			656
General and administrative		79			234
Amortization and depreciation		112			270
Total costs and expense		1,501			2,847
Loss before income taxes		(456	)		(233	)
Pre-tax gain on sale of discontinued operations		59,674			-
Income taxes expenses		(1,881	)		-
Net income (loss) from discontinued operations, net of taxes	$	57,337		$	(233	)

OnThe ~~May 19,~~results ~~2023~~of operations are recorded as net loss from discontinued operations, net of tax on the ~~Company~~accompanying ~~entered~~condensed ~~into~~consolidated anstatements ~~amendment~~of tooperations for all periods presented. The following table presents the ~~Term~~aggregate ~~Loan~~results ~~agreement,~~of ~~which~~discontinued ~~extended~~operations of the ~~maturity~~SaaS ~~date~~Business tofor ~~May~~six months ended June 2330, 2024. and 2023 (in thousands):

In accordance with ASC 470-50, Debt – Modifications and Extinguishments, the Company concluded that these Term Loan amendments were debt modifications.

Results of Discontinued Operations	June 30, 2024			June 30, 2023
Revenue: Service	$	4,058		$	4,656
Cost of revenue (exclusive of amortization and depreciation): Service		1,440			1,374
Sales and marketing		2,093			1,630
Product development		977			1,307
General and administrative		279			193
Amortization and depreciation		394			518
Total costs and expense		1,501			2,847
Loss before income taxes		(1,125	)		(366	)
Pre-tax gain on sale of discontinued operations		59,674			-
Income taxes expenses		(1,881	)		-
Net income (loss) from discontinued operations, net of taxes	$	56,668		$	(366	)

On June 7, 2023, the Company fully prepaid the borrowing under the Term Loan in the amount of $40.5 million and terminated the facility. As a result, the Company recorded $2.5 million of a loss on extinguishment of debt obligations on the statement of operations for the year ended December 31, 2023.20

~~Subordinated~~Business Term Loan – On December 22, 2021, the Company entered into a $20.0 million “Subordinated Term Loan” agreement secured by a third lien on all assets of the Company including accounts receivable, intellectual property and general intangibles. The Subordinated Term Loan was originally scheduled to mature on December 22, 2022, bore an interest rate of 15.0% through the original maturity and 14.0% thereafter. Pursuant to the Subordinated Term Loan agreement, the Company entered into warrant agreements and issued common unit purchase warrants (the “Subordinated Term Loan Warrants”).Disposition

19On May 7, 2024, the Company completed the sale of the SaaS Business to an entity affiliated with Andres Chico, chairman of the Company’s board of directors, and Jose Miguel Enrich, a beneficial owner of greater than 10% of the issued and outstanding Class A Common Stock and Class V Common Stock. The total consideration was $61.7 million, which was calculated based on total closing date consideration of $68.2 million minus the working capital adjustment of $6.5 million. In conjunction with the sale of the SaaS business, on May 7, 2024, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement” or “SPA”) with MBI Holdings, LP (the “Buyer”), which is also commonly controlled by Andres Chico and Jose Miguel Enrich. Pursuant to the SPA, the Company issued and sold to the Buyer 20,000 shares of Series A Convertible Perpetual Preferred Stock, at $0.0001 par value per share (the “Preferred Stock”), for an aggregate purchase price of $20 million. The Company evaluated both events and identified two units of accounting, which is the Asset Purchase Agreement (“APA”) of the sale of the SaaS business and the SPA of the issuance of Series A Convertible Perpetual Preferred Stock. As such, the total cash proceeds from the sale of the SaaS business and the issuance of Series A Convertible Perpetual Preferred Stock were allocated between the two transactions based on the relative fair value of the SaaS business and the Series A Convertible Perpetual Preferred Stock, resulting in $65.9 million allocated to the sale of the SaaS business and $16.1 million allocated to the issuance of the Series A Convertible Perpetual Preferred Stock (See Note 12).

OnThe ~~December 12,~~APA ~~2022,~~provides ~~the~~a ~~Subordinated~~potential ~~Term~~earn-out ~~Loan~~payment ~~Warrants~~to ~~were~~the ~~exercised~~Company ~~and~~of ~~converted~~$12.5 ~~into~~million ~~Class~~if Athe SaaS ~~Common Stock. On December 30~~Business, ~~2022,~~after the ~~Company~~transaction, ~~entered~~achieves ~~into~~a ancertain ~~agreement~~annual ~~with~~recurring ~~the~~revenue ~~lender~~target ofon ~~the~~or ~~Subordinated~~prior ~~Term~~to ~~Loan~~December 31, ~~pursuant~~2024. toThe ~~which~~potential ~~the~~earn-out ~~Company~~payment ~~agreed~~will tobe ~~compensate,~~decreased inby ~~cash~~the oramount ~~shares~~ of ~~Class~~contingent Apayment of ~~Common~~$2.5 ~~Stock,~~million from the ~~lender~~“Take-private ~~for~~Transaction” ~~the~~discussed ~~calculated~~below. ~~amount~~Given ~~between~~that ~~(a)~~ the ~~closing~~earn-out ~~share~~payment ~~price~~depends ofon ~~Class~~the ASaaS ~~Common~~business ~~Stock~~sold onachieving ~~the~~a ~~business~~certain ~~day~~level ~~immediately~~of ~~prior~~annual torecurring ~~the~~revenue ~~lender’s~~target, ~~exercise~~the ofearnout ~~the~~consideration ~~Subordinated~~is ~~Term~~not ~~Loan~~accounted ~~Warrants~~for onas ~~December 12,~~derivative. ~~2022~~The ~~multiplied~~Company byrecords the ~~number~~earnout ofconsideration at ~~shares~~its offair ~~Class~~value Aat ~~Common~~the ~~Stock~~transaction ~~issued~~date ~~for~~and ~~such~~determined ~~exercise~~that (the ~~“December 2022~~fair ~~Warrant~~value ~~Shares”)~~of ~~and~~the ~~(b)~~earn-out payment was $0.3 million at the closing ~~share~~of ~~price~~the oftransaction ~~Class~~on AMay 7, ~~Common~~2024, ~~Stock~~and onrecognized ~~the~~a ~~business~~$0.3 ~~day~~million ~~immediately~~contingent ~~prior~~consideration toreceivable ~~the~~on ~~lender’s~~its ~~sale~~condensed ofconsolidated ~~the~~balance ~~December 2022~~sheet ~~Warrant~~as ~~Shares~~of ~~multiplied~~June 30, by2024 since the ~~number~~fair value of the ~~December 2022~~earn-out ~~Warrant~~consideration ~~Shares~~did ~~sold~~not bychange ~~the~~significantly. ~~lender~~The ~~(the~~Company ~~“Subordinated~~will ~~Term~~perform ~~Loan~~subsequent ~~Warrants~~assessments ~~Make-Whole~~at ~~Agreement”).~~each ~~The~~reporting ~~Subordinated~~date ~~Term~~to ~~Loan~~evaluate ~~Warrants~~and ~~Make-Whole~~adjust ~~Agreement~~the ~~expires~~fair onvalue ~~December 12~~for the receivable, ~~2027~~if needed.

~~The~~Additionally, ~~maturity~~the APA also provides a contingent payment of $2.5 million from the ~~Subordinated~~Buyer ~~Term~~if ~~Loan~~the ~~was~~shareholder ~~subsequently~~approval ~~extended~~of a “Take-private Transaction” with the Buyer or the Buyer’s affiliates occurs prior to December 31, ~~2023~~2024. ~~with~~In order for the ~~amendment~~Company ~~entered~~to ~~into~~receive onthe ~~November 18,~~contingent ~~2022~~payment of $2.5 Onmillion, ~~March 22~~a business combination, ~~2023~~a merger, ~~the~~or ~~Company~~other ~~entered~~change ~~into~~of ancontrol ~~amendment~~must tooccur between the ~~Subordinated~~Buyer ~~Term~~or ~~Loan~~the ~~agreement,~~Buyer’s ~~modifying~~Affiliates ~~its~~or ~~maturity~~the ~~date~~Buyer’s toParent ~~March 29,~~resulting ~~2024,~~in ~~which~~a ~~was~~delisting ~~subsequently~~and ~~amended~~deregistration toof ~~May 23,~~the ~~2024~~Company’s stock with anthe ~~amendment~~SEC. ~~entered~~The ~~into~~payment of the $2.5 million is based on ~~May 19~~a binary event, ~~2023.~~which ~~Concurrently~~is a business combination, ~~the~~which ~~Company~~either ~~entered~~occurs ~~into~~or ~~amendments~~does tonot occur and is outside the ~~Subordinated~~control ~~Term~~of ~~Loan~~the ~~Warrants~~Company. ~~agreements~~Therefore, ~~(see~~this ~~Note~~contingent 10payment ~~for~~of ~~further~~$2.5 ~~information~~million ~~regarding~~does ~~the~~not ~~Subordinated~~qualify ~~Term~~as ~~Loan~~a ~~Warrants~~derivative, and ~~the~~is ~~Subordinated~~concluded ~~Term~~as ~~Loan~~a ~~Warrants~~contingent ~~Make-Whole~~gain, ~~Agreement)~~which is recognized when it occurs.

OnTo ~~June 7,~~determine ~~2023,~~ the ~~Company~~gain ~~entered~~derived ~~into~~from ~~an amendment to~~ the ~~Subordinated~~sale ~~Term Loan agreement, which modified (a) its maturity to the earlier~~ of ~~(i)~~ the ~~scheduled~~SaaS ~~maturity date (June 7~~business, ~~2025, which~~ the Company ~~has~~performed anthe ~~option~~calculation tobased ~~extend~~on tothe ~~June 7,~~allocated ~~2026 upon achievement~~ proceeds of ~~certain conditions) and (ii)~~ the ~~maturity~~sale ~~date~~ of the ~~June 2023~~SaaS ~~Revolving~~business ~~Credit~~and ~~Facility, unless~~ the ~~Springing~~closing ~~Maturity~~balances ~~applies,~~of ~~and (b)~~ the ~~interest~~SaaS ~~rate~~businesses ~~the~~reported as ~~Subordinated~~of ~~Term~~May 7, ~~Loan bears to 15%~~2024, of which ~~11%~~consisted isof tototal beassets ~~paid~~ in ~~cash~~the ~~and~~amount 4%of is$13.6 tomillion, betotal ~~paid~~liabilities of in$7.3 ~~kind~~million, byfor ~~capitalizing~~a ~~such~~net ~~interest~~assets ~~accrued~~disposed toof ~~the principal each month in arrears~~$6.3 ~~Any accrued~~million, ~~capitalized~~compared ~~and~~to ~~uncapitalized~~the ~~paid-in-kind~~allocated proceeds ~~interest~~of ~~charges~~$65.9 ~~will be due and payable in cash at maturity~~million. ~~Concurrently~~As such, the Company ~~entered~~recognized ~~into~~$59.7 anmillion ~~amendment~~in togain from the ~~Subordinated~~sale ~~Term~~of ~~Loan Warrants agreements (see Note 10 for further information regarding~~ the ~~Subordinated~~SaaS ~~Term~~business ~~Loan~~on ~~Warrants)~~May 7, 2024.

InThe ~~accordance~~Company ~~with~~has ~~ASC~~only ~~470-50~~one reporting unit and evaluates goodwill for impairment at the single reporting unit level. As a result, ~~Debt~~there –is ~~Modifications~~no goodwill assigned specifically to the SaaS business and ~~Extinguishments~~goodwill pertaining to the sale of the SaaS business is allocated based on the relative fair value of the SaaS Business and the remaining business. As such, the Company ~~concluded~~allocated ~~that~~goodwill ~~these~~in ~~Subordinated~~the ~~Term~~amount ~~Loan~~of ~~amendments~~$11.4 ~~were~~million ~~debt~~to ~~modifications~~the SaaS business at the close of the sale on May 7, 2024, at which such goodwill was part of total assets in the gain calculation above.

The Company capitalized $12.5 million in deferred debt charges related to the Subordinated Term Loan during the year ended December 31, 2023. Balance of deferred debt charges as of March 31, 2024 and December 31, 2023 was $9.2 million and $10.3 million, respectively. Amortization of deferred debt charges related to the Subordinated Term Loan agreement was $1.1 million and $0.2 million for the three months ended March 31, 2024 and 2023, respectively.21

~~June 2023~~Note Term Loan – On June 7, 2023, the Company entered into a $75.0 million “June 2023 Term Loan” agreement secured by the Company’s intellectual property, with a maturity date of the earlier of (i) the scheduled maturity date (June 7, 2025, which the Company has an option to extend to June 7, 2026 upon achievement of certain conditions) and (ii) the maturity date of the June 2023 Revolving Credit Facility, unless the Springing Maturity applies. 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. The Company 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 in such instance, the margin applicable for the interest rate was 10.25%. The Company elected to pay the interest accrued through August 31, 2023 in kind. The Company also has the option to pay in kind any excess interest over 13.5%—Property ~~after paying the first 13.5% in cash from September 1, 2023 through the maturity,~~ and the Company elected to pay such excess interest in kind since September 2023. As of March 31, 2024, the applicable interest rate of the June 2023 Term Loan was 16.8%. At the time of any repayment of the June 2023 Term Loan, the Company is required to pay a fee in the amount of 12.0% of the principal repaid. Such repayment fee amount has been accrued as additional principal on the accompanying condensed consolidated balance sheets as of March 31, 2024 and December 31, 2023. 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 Common Stock. The aggregate number of shares delivered to the lender cannot result in the lender’s ownership exceeding (i) 19.99% of the number shares of Class A Common Stock issued and outstanding or (ii) $10.0 million. Concurrently, the Company entered into warrant agreements and issued common stock purchase warrants (the “June 2023 Term Loan Warrants”) (see Note 10 for further information regarding the June 2023 Term Loan Warrants).equipment

20Property and equipment, net is comprised of the following as of June 30, 2024 and December 31, 2023 (in thousands):

The Company capitalized $24.0 million in deferred debt charges related to the June 2023 Term Loan during the year ended December 31, 2023. Amortization of deferred debt charges related to the June 2023 Term Loan agreement was $2.6 million for the three months ended March 31, 2024.

Schedule of property and equipment
	June 30,			December 31,
	2024			2023
Computers, equipment and software	$	2,361		$	2,324
Furniture and fixtures		210			210
Leasehold improvements		1,495			1,441
Total property and equipment		4,066			3,975
Less accumulated amortization and depreciation		(3,600	)		(3,343	)
Total property and equipment, net	$	466		$	632

Property and equipment of discontinued operations:
Customer equipment	$	-		$	1,891
Less: accumulated amortization and depreciation		-			(1,098	)
Total property and equipment, net	$	-		$	793

~~The~~Property ~~June 2023~~and ~~Revolving~~equipment ~~Credit~~amortization ~~Facility,~~and ~~the~~depreciation ~~June 2023~~expense ~~Term~~of ~~Loan~~continuing ~~and~~operations for the ~~Subordinated~~three ~~Term~~months ~~Loan~~ended ~~are~~June 30, ~~subject~~2024 toand ~~certain~~2023 ~~cross-default~~was ~~provisions~~$0.2 ~~under~~million ~~the~~and ~~intercreditor agreement~~$0.3 ~~In addition~~million, ~~the~~respectively. ~~June 2023~~Property ~~Revolving~~and ~~Credit~~equipment ~~Facility,~~amortization ~~the June 2023 Term Loan~~ and ~~the~~depreciation expense ~~Subordinated~~of ~~Term~~continuing ~~Loan~~operations ~~agreements~~for ~~include covenants, which reduce~~ the ~~available~~six ~~borrowing~~months ~~base~~ended ~~collateral under the~~ June ~~2023~~30, ~~Revolving~~2024 ~~Credit~~and ~~Facility~~2023 ~~initially~~was by $~~19.~~0.4 million ~~(the~~and ~~“Minimum~~$0.7 ~~Excess~~million, ~~Availability Reserve”)~~respectively. ~~During~~As ~~the~~further ~~terms~~described ofin ~~the~~Note ~~agreements~~4, ~~the~~$1.9 ~~Minimum~~million ~~Excess~~of ~~Availability~~customer equipment ~~Reserve~~and ~~could be decreased by up to~~ $91.01 million, ~~which~~of ~~will~~related ~~make~~accumulated ~~the~~depreciation ~~Minimum~~were ~~Excess~~classified ~~Availability~~to noncurrent ~~Reserve~~assets ~~$10.0~~of ~~million,~~discontinued ~~upon~~operations on the ~~Company’s~~accompanying ~~achievement~~condensed ofconsolidated balance ~~certain~~sheet ~~financial~~as ~~conditions~~of ~~defined~~December 31, ~~in the agreements~~2023. AsOn ~~of March~~May 317, 2024, ~~the Minimum Excess Availability Reserve was~~ $192.0 million. ~~Furthermore,~~of ~~the~~customer ~~June 2023~~equipment ~~Revolving Credit Facility, the June 2023 Term Loan~~ and ~~the Subordinated Term Loan agreements require the Company to maintain a~~ $21.03 million ~~letter~~ of ~~credit.~~related ~~This~~accumulated depreciation ~~letter~~were ofdisposed ~~credit~~as ~~could~~part beof ~~eliminated upon~~ the ~~Company’s~~sale ~~achievement~~ of ~~certain financial conditions defined in~~ the ~~agreements~~SaaS business.

~~Convertible~~Note ~~Debentures~~6—Debt

YARevolving ~~Convertible~~Credit Debentures – As part of the security purchase agreement (the “YA SPA”) (see Note 12), the Company issued convertible debentures (collectively, the “YA Convertible Debentures”) to YA II PN, Ltd. (the “Yorkville Investor”) on November 30, 2022 (the “First YA Convertible Debenture”) and on February 3, 2023 (the “Second YA Convertible Debenture”). The principal amount of the First YA Convertible Debenture was $7.0 million for a purchase price of $7.0 million, and the principal amount of the Second YA Convertible Debenture was $10.0 million for a purchase price of $10.0 million. The YA Convertible Debentures 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 YA Convertible Debentures are outstanding, the Yorkville Investor may convert all or part of the principal and accrued and unpaid interest of the YA Convertible Debentures into shares of Class A Common Stock at 90% of the lowest daily VWAP of Class A Common Stock during the seven consecutive trading days immediately preceding each conversion date, but in no event lower than $2.00 per share. Outside of an event of default under the YA Convertible Debentures, the Yorkville Investor may not 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. The Company capitalized $1.7 million and $2.5 million in deferred debt charges related to the First YA Convertible Debenture and the Second YA Convertible Debenture for their originations, respectively.Facilities

~~During~~Revolving ~~the~~Credit ~~three~~Facility ~~months~~– ~~ended~~On ~~March~~December 3114, ~~2023~~2018, the ~~Yorkville~~Company ~~Investor~~entered ~~converted~~into a $260.30 million “Revolving Credit Facility” secured by all assets of the ~~principal~~Company including accounts receivable, intellectual property, and $0general intangibles.1 ~~million~~The ofRevolving ~~the~~Credit ~~accrued~~Facility’s maturity was December 14, 2023 and bore an interest rate of SOFR plus 5.60%. On February 7, 2023, the YACompany ~~Convertible~~entered ~~Debentures~~into an amendment to ~~2,849,962~~the ~~shares~~Revolving ofCredit ~~Class~~Facility, Awhich ~~Common~~increased ~~Stock.~~the ~~The~~maximum ~~Company~~borrowing ~~recorded~~amount to $175.30 million inand ~~loss~~amended onthe ~~extinguishment~~interest ofrate ~~debt~~to ~~obligations~~between on4.8% up to SOFR plus 4.9%. On March 22, 2023, the ~~accompanying~~Company ~~condensed~~entered ~~consolidated~~into ~~statements~~another amendment which included a modification of ~~operations~~the ~~for~~maturity date and a lender’s consent to an amendment to the ~~three~~Subordinated ~~months~~Term ~~ended~~Loan ~~March 31~~agreement. In accordance with ASC 470-50, ~~2023~~Debt – Modifications and Extinguishments, the Company concluded that these Revolving Credit Facility amendments were debt modifications.

On ~~August~~June 87, 2023, the ~~Yorkville Investor assigned the YA Convertible Debentures to certain existing investors of the~~ Company ~~affiliated~~fully ~~with~~prepaid ~~Andres Chico and Jose Miguel Enrich. Pursuant to~~ the ~~assignment~~borrowing ~~agreement, the assignees assumed all of the Yorkville Investor’s duties, liabilities and obligations~~ under the YARevolving ~~Convertible~~Credit ~~Debentures~~Facility in ~~and~~ the ~~Yorkville~~amount ~~Investor was discharged~~ of ~~all of such duties, liabilities and obligations~~$48.6 ~~Subsequently,~~million ~~the Company~~ and ~~the~~terminated ~~assignees entered into an amendment to~~ the ~~debentures which extended the maturity date to December 1, 2026~~facility. OnAs ~~August 25,~~a ~~2023~~result, the ~~assignees~~Company recorded ~~converted all of the remaining principal of~~ $52.6 million ~~and an insignificant amount~~ of ~~accrued~~a ~~and~~loss ~~unpaid~~on ~~interest~~extinguishment of ~~the~~debt YAobligations ~~Convertible~~on ~~Debentures~~the ~~to 1,428,760 shares~~ statement of ~~Class~~operations ~~A Common Stock~~ for the ~~final~~year ~~settlement~~ended ofDecember 31, ~~the YA Convertible Debentures~~2023.

21June 2023 Revolving Credit Facility – On June 7, 2023, the Company entered into a $90.0 million “June 2023 Revolving Credit Facility” secured by the Company’s accounts receivable, all contracts and contract rights and general intangibles, 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 (defined below) (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 June 30, 2024). The borrowing capacity is calculated based on the Company’s borrowing base collateral as defined in the June 2023 Revolving Credit Facility agreement, which is comprised of qualified billed and unbilled receivables and the September 2023 Rodina Letter of Credit (as defined below). 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.

Insider Convertible Debentures – On December 16, 2022, the Company issued convertible debentures to certain members of the Company’s management team and board of directors, and certain other existing investors of the Company for a total principal amount of $11.9 million and the total net proceeds of $10.5 million (the “Insider Convertible Debentures”). The Insider Convertible Debentures had a maturity date of June 16, 2024 and accrue interest at the 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 the option of the Company, 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 Insider Convertible Debentures are outstanding, each of the holders may convert all or part of the principal and accrued and unpaid interest of their Insider Convertible Debentures they hold into shares of Class A Common Stock at a conversion price of $16.96 per share.22

OnThe June 2, 2023 Revolving Credit Facility requires a lockbox arrangement, ~~the~~which ~~Company~~provides ~~entered~~for ~~into~~receipts to anbe ~~amendment~~swept daily to reduce borrowings outstanding at the ~~Insider~~discretion ~~Convertible~~of ~~Debentures~~the lender. This arrangement, combined with the ~~exception~~existence of the ~~three~~subjective ~~debentures,~~acceleration ~~for~~clause in ~~which~~the Line of Credit agreement, necessitates the ~~amendment~~Line ~~was~~of ~~executed~~Credit be classified as a current liability on ~~July 11,~~the ~~2023~~consolidated balance sheets. The ~~amendment~~acceleration ~~extended~~clause ~~the~~allows for ~~maturity~~amounts ~~date~~borrowed tounder ~~December 1,~~the ~~2026.~~facility Into ~~accordance~~become ~~with~~immediately ~~ASC~~due ~~470-50,~~in ~~Debt~~the –event ~~Modifications~~of a ~~and~~material ~~Extinguishments,~~adverse change in the Company’s ~~concluded~~business ~~that~~condition ~~the~~(financial ~~amendment~~or ~~was~~otherwise), aoperations, ~~debt~~properties ~~modification~~or prospects, change of management, or change in control.

On September 1522, 2023, ~~the Company entered into~~ an ~~amendment~~entity ~~to the Insider Convertible Debentures held by three entities~~ affiliated with Andres Chico and Jose Miguel Enrich. ~~The~~issued amendment lowered the conversion price of these three debentures to $10.00 per share of Class A Common Stock. In accordance with ASC 470-50, Debt – Modifications and Extinguishments, the Company concluded that the amendment was a ~~debt~~standby letter ~~extinguishment. Accordingly, as~~ of ~~the~~credit ~~amendment~~in ~~date,~~ the ~~Company (i) derecognized the net carrying~~ amount of ~~these three Insider Convertible Debentures of~~ $715.60 million ~~and~~ (the ~~remaining~~“September 2023 ~~capitalized~~Rodina ~~deferred~~Letter ~~debt charges~~ of ~~$0.6 million, (ii~~Credit”) ~~recognized~~to the ~~three~~lender ~~Insider Convertible Debentures at their fair value~~ of ~~$6.7 million and~~ the ~~debt~~June 2023 ~~discount~~Revolving ofCredit ~~$1.5~~Facility ~~million~~ on ~~consolidated~~behalf ~~balance sheet and (iii) recognized $0.9 million~~ of ~~loss on debt extinguishment on~~ the ~~consolidated~~Company, ~~statement~~which ofincreased ~~operations. Concurrently,~~ the Company’s ~~issued~~borrowing abase ~~warrant~~collateral tounder anthe ~~entity~~facility ~~affiliated~~by ~~with~~$15.0 ~~Andres~~million. ~~Chico~~The ~~and~~expiration ~~Jose~~date ~~Miguel~~of ~~Enrich which granted~~ the ~~right~~September 2023 toRodina ~~purchase~~Letter ~~498,119 shares~~ of ~~Class~~Credit Ais ~~Common~~September 30, ~~Stock~~2024 ~~(the~~with ~~“Rodina~~an ~~Warrant”)~~automatic ~~(See~~renewal ~~Note~~option 10 for ~~further~~one ~~information~~additional ~~regarding~~year ~~the~~through ~~Rodina~~September 30, ~~Warrant)~~2025.

~~The~~On ~~Company recorded the principal of the Insider Convertible Debentures, including interest incurred between the origination through March~~December 315, ~~2024~~2023, ~~which~~ the Company ~~elected~~entered tointo ~~capitalize~~an amendment to the ~~principal,~~June 2023 inRevolving ~~related-party~~Credit ~~debt~~Facility. ~~obligations,~~The ~~net~~amendment oftemporally ~~deferred~~modified ~~debt charges on~~ the ~~accompanying~~calculation ~~condensed~~methodology ~~consolidated~~of ~~balance~~the ~~sheet~~borrowing asbase ~~of March 31~~collateral, resulting ~~2024.~~in ~~The~~its ~~Company~~increase ~~capitalized~~by $05.~~2 million and $~~0.1 million ofthrough ~~accrued~~January 15, ~~interest~~2024, towhich ~~the~~was ~~principal~~subsequently ofextended ~~the~~to ~~Insider Convertible Debentures during the three months ended~~ March 3115, 2024 ~~and~~with ~~2023,~~an ~~respectively.~~option ~~Amortization~~to ofbe ~~deferred~~further ~~debt~~extended ~~charges related~~ to ~~the Insider Convertible Debentures was $0.1 million and $0.2 million for the three months ended March~~June 3115, 2024. ~~and~~To ~~2023~~date, ~~respectively.~~the ~~Neither~~modified ~~principal~~calculation ~~nor~~methodology ~~accrued interest~~ of the ~~Insider~~borrowing ~~Convertible~~base ~~Debentures~~has ~~was~~been extended ~~converted~~on a month-to-month ~~Class A Common Stock from the origination through March 31, 2024~~basis.

~~Third Party Convertible Debentures –~~ On ~~February~~May 17, ~~2023~~2024, the Company ~~issued~~entered ~~convertible~~into ~~debentures~~an amendment to ~~certain~~the ~~third~~June 2023 ~~parties~~Revolving ~~for~~Credit aFacility. ~~total~~Pursuant ~~principal~~to ~~amount~~the ofamendment, ~~$1.4~~(i) ~~million~~the lender consented to the SaaS Business sale and a(ii) ~~total~~the ~~net~~Company ~~proceeds~~agreed to make a partial prepayment of $111.24 million (upon close of the ~~“Third~~sale ~~Party~~of ~~Convertible~~SaaS ~~Debentures”)~~Business. ~~The~~Concurrently, ~~Third~~the ~~Party~~Company executed ~~Convertible~~a ~~Debentures~~side ~~had~~letter awith ~~maturity~~the ~~date~~lender of ~~August~~the 1June 2023 Revolving Credit Facility, ~~2024~~which ~~and~~included ~~accrue~~additional ~~interest~~non-financial atcovenants for certain time-based milestones in relation to potential transactions the ~~rate~~Company may enter into in future periods, including an agreement of ~~6.0%~~a ~~per~~sale ~~annum~~of all or substantially all of the Company’s equity interests and assets or a merger. The ~~interest~~side isletter ~~due~~required ~~and~~the ~~payable~~Company ~~quarterly~~to ininitiate ~~arrears,~~a ~~and~~sale ~~any~~process ~~portion~~within 300 days of the ~~aggregate~~completion of ~~interest~~the ~~accrued~~sale ~~may~~of SaaS Business on May 7, at2024. ~~the~~The ~~option~~letter required two milestones of the ~~Company~~sale process, be(i) ~~paid~~within infour-months ~~kind~~of byMay 7, ~~capitalizing~~2024, the ~~amount~~Company ofshould ~~accrued~~enter ~~interest~~into a binding letter of intent to consummate the sale ~~principal~~of onthe ~~each~~Company ~~applicable~~and ~~interest~~(ii) ~~payment~~within ~~date.~~ten-months Atof ~~any~~May 7, ~~time~~2024, sothe ~~long~~Company asshould consummate the ~~Third~~sale ~~Party~~of ~~Convertible~~the ~~Debentures~~Company ~~are~~and ~~outstanding,~~repay ~~each~~the outstanding balance of the ~~holders~~debts ~~may~~in ~~convert~~full. ~~all~~If orany ~~part~~ of the ~~principal~~milestones ~~and~~are ~~accrued~~not met and ~~unpaid~~such ~~interest~~failure ofis ~~their~~not ~~Third~~cured ~~Party~~by ~~Convertible~~the ~~Debentures~~Company in ~~they~~accordance ~~hold~~with ~~into~~such ~~shares~~terms, the June 2023 Revolving Credit Facility will become due in full within ten months of ~~Class~~May 7, A2024. ~~Common~~The ~~Stock~~Company prepaid the $11.4 million at athe ~~conversion~~close ~~price~~of the sale of ~~$15~~SaaS Business on May 7, 2024.52 ~~per~~The ~~share~~prepayment did not result a change in the borrowing capacity of June 2023 Revolving Credit Facility.

On June 2, 2023, the Company entered into an amendment to the Third Party Convertible Debentures, with the exception of the three debentures, for which the amendment was executed on July 31, 2023. The amendment extended the maturity date to December 1, 2026. In accordance with ASC 470-50, Debt – Modifications and Extinguishments, the Company concluded that ~~the~~these ~~amendment~~Revolving ~~was~~Credit aFacility ~~debt~~amendments ~~modification.~~were The Company recorded the principal of the Third Party Convertible Debentures, including interest incurred between the origination through March 31, 2024 which the Company elected to capitalize to the principal, in debt ~~obligations,~~modifications ~~net~~and ofnot ~~deferred debt charges on the accompanying condensed consolidated balance sheet as of March 31, 2024~~extinguishments. The Company capitalized insignificant amount of accrued interest to the principal of the Third Party Convertible Debentures during the three months ended March 31, 2024. Amortization of deferred debt charges related to the Third Party Convertible Debentures was insignificant for the three ended March 31, 2024. Neither principal nor accrued interest of the Third Party Convertible Debentures was converted from the origination through March 31, 2024.

22As of June 30, 2024, the Company’s total outstanding borrowings under the Line of Credit were $72.0 million and $0.2 million remained available to draw, after accounting for all the changes discussed above. The June 2023 Revolving Credit Facility is subject to certain financial covenants. As of June 30, 2024, the Company was in compliance with these financial covenants.

NZThe ~~Superfund~~Company ~~Convertible~~capitalized ~~Debenture~~$2.9 –million Onin ~~February 1,~~deferred ~~2023,~~debt ~~the~~charges ~~Company~~related ~~issued~~to athe ~~convertible~~June 2023 ~~debenture~~Revolving toCredit ~~Guardians~~Facility ofduring ~~New~~the ~~Zealand~~year ~~Superannuation~~ended ~~(the~~December 31, ~~“NZ Superfund”)~~2023, awhich ~~then~~has ~~beneficial~~been ~~owner~~recorded ofto ~~greater~~prepaid ~~than~~expenses ~~10%~~on of the ~~issued~~accompanying ~~and~~condensed consolidated ~~outstanding~~balance ~~Class~~sheet ~~A Common Stock~~ and ~~Class~~are Vamortized ~~Common~~over ~~Stock, for a total principal amount of $5.1 million and~~ the ~~total~~remaining ~~net~~term ~~proceeds~~ of ~~$4.5 million (~~the ~~“NZ~~June 2023 ~~Superfund~~Revolving ~~Convertible~~Credit ~~Debenture”)~~Facility. The NZdeferred ~~Superfund~~debt ~~Convertible~~charges ~~Debenture~~balances ~~had~~as ~~a maturity date~~ of ~~August 1~~June 30, 2024 and ~~accrued~~December 31, ~~interest~~2023 atwere ~~the rate of 8~~$1.0%8 ~~per~~million ~~annum. The interest is due~~ and ~~payable~~$2.3 ~~quarterly in arrears~~million, ~~and~~respectively. ~~any~~Amortization ~~portion~~ of ~~the~~deferred ~~aggregate~~debt ~~interest~~charges ~~accrued~~related ~~may, at the option of the Company, be paid in kind by capitalizing the amount of accrued interest~~ to the ~~principal~~June 2023 onRevolving ~~each~~Credit ~~applicable~~Facility ~~interest~~were ~~payment date~~$0.2 Atmillion ~~any~~and ~~time,~~$0.2 somillion ~~long~~for as the NZthree ~~Superfund~~months ~~Convertible~~ended ~~Debenture is outstanding~~June 30, ~~the~~2024 NZand ~~Superfund~~2023, ~~may~~respectively. ~~convert~~Amortization ~~all or part~~ of ~~the~~deferred ~~principal~~debt ~~and~~charges ~~accrued~~related ~~and~~to ~~unpaid interest of~~ the June 2023 NZRevolving ~~Superfund~~Credit ~~Convertible~~Facility ~~Debenture~~were it$0.5 ~~holds~~million ~~into~~and ~~shares~~$0.2 ofmillion ~~Class~~for Athe ~~Common~~six ~~Stock~~months atended aJune 30, ~~conversion~~2024 ~~price~~and of2023, ~~$15~~respectively.~~52.~~

On June 2, 2023, the Company entered into an amendment to the NZ Superfund Convertible Debenture, which extended the maturity date to December 1, 2026 and modified the interest rate it bears to 14.0%. In accordance with ASC 470-50, Debt – Modifications and Extinguishments, the Company concluded that the amendment was a debt modification. The Company recorded the principal of the NZ Superfund Convertible Debenture, including interest incurred between the origination through March 31, 2024 which the Company elected to capitalize to the principal, in related party debt obligations, net of deferred debt charges on the accompanying condensed consolidated balance sheet as of March 31, 2024. The Company capitalized $0.2 million and $0.1 million of accrued interest to the principal of the NZ Superfund Convertible Debenture during the three months ended March 31, 2024 and 2023, respectively. Amortization of deferred debt charges related to the NZ Superfund Convertible Debenture was insignificant and $0.1 million for the three months ended March 31, 2024 and 2023, respectively. Neither principal nor accrued interest of the NZ Superfund Convertible Debenture was converted from the origination through March 31, 2024.23

~~Components~~Term ofLoan ~~the Company’s debt obligations were as follows (in thousands):~~Facilities

Schedule of components of long-term debt
	March 31,			December 31,
	2024			2023
Term loan balance	$	110,361		$	109,422
Convertible debt balance		1,489			1,467
Related-party convertible debt balance		18,814			18,424
Less unamortized deferred debt charges		(28,219	)		(32,010	)
Total borrowed		102,445			97,303
Less short-term debt obligation balance		-			-
Long-term debt obligation balance	$	102,445		$	97,303

Term Loan – On March 29, 2019, the Company entered into a $20.0 million “Term Loan” agreement secured by a second lien on all assets of the Company including accounts receivable, intellectual property and general intangibles. The Term Loan was subsequently upsized to $60.0 million and bore an interest rate of LIBOR plus 9.5% with a maturity date of the earlier of March 29, 2024, or the maturity date of the Revolving Credit Facility.

AtOn ~~March~~November 3118, ~~2024~~2022, the ~~future~~Company ~~aggregate~~entered ~~maturities~~into ofan ~~long-term~~amendment ~~debt~~to ~~for~~the Term Loan agreement, in which the ~~remainder~~lender consented to the amendments to the Revolving Credit Facility agreement and the Subordinated Term Loan (as defined below) agreement. Per the amended Term Loan agreement, an additional fee was incurred in the amount of ~~2024~~$2.0 million, out of which $1.0 million became due in cash and ~~subsequent~~the ~~periods~~other ~~are~~$1.0 million was accrued to the principal balance of the Term Loan as ~~follows~~the (Company did not repay the Term Loan in ~~thousands):~~full on or before March 27, 2023. Furthermore, beginning on April 3, 2023, an additional $0.15 million fee accrued to the principal balance of the Term Loan each week thereafter until the Term Loan was fully repaid.

Schedule of maturities of long-term debt
Fiscal Years Ending December 31,
2024	$	-
2025		110,361
2026		20,303
Total	$	130,664

On February 7, 2023, the Company entered into an amendment, which (i) amended the interest rate to SOFR plus 9.6% and (ii) required the Company to make a prepayment of $10.3 million, including $10.0 million of the principal and $0.3 million of the prepayment premium. Pursuant to the amended agreement, the Company made a $10.3 million payment to the Term Loan lender on February 7, 2023 and recorded $0.8 million as a loss on extinguishments of debt obligations on the accompanying consolidated statements of operations.

~~The~~On ~~total~~May 19, ~~interest~~2023, ~~expense~~the ~~related~~Company toentered ~~the~~into ~~Revolving~~an ~~Credit~~amendment ~~Facilities,~~to the Term Loan ~~Facilities~~agreement, ~~and~~which ~~Convertible Debentures was $10.9 million and $7.8 million for~~ extended the ~~three~~maturity ~~months~~date ~~ended~~to ~~March~~May 3123, 2024 ~~and 2023, respectively~~.

23In accordance with ASC 470-50, Debt – Modifications and Extinguishments, the Company concluded that these Term Loan amendments were debt modifications.

~~Note~~On June 7~~—Accrued~~, ~~expenses~~2023, the Company fully prepaid the borrowing under the Term Loan in the amount of $40.5 million and terminated the facility. As a result, the Company recorded $2.5 million of a loss on extinguishment of debt obligations on the statement of operations for the year ended December 31, 2023.

~~Accrued~~Subordinated ~~expenses~~Term ~~consist~~Loan of– On December 22, 2021, the ~~following~~Company asentered into a $20.0 million “Subordinated Term Loan” agreement secured by a third lien on all assets of ~~March 31~~the Company including accounts receivable, ~~2024~~intellectual property and general intangibles. The Subordinated Term Loan was originally scheduled to mature on December 3122, ~~2023~~2022, bore an interest rate of 15.0% through the original maturity and 14.0% thereafter. Pursuant to the Subordinated Term Loan agreement, the Company entered into warrant agreements and issued common unit purchase warrants (inthe ~~thousands~~“Subordinated Term Loan Warrants”):.

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

On December 12, 2022, the Subordinated Term Loan Warrants were exercised and converted into Class A Common Stock. On December 30, 2022, the Company entered into an agreement with the lender of the Subordinated Term Loan, pursuant to which the Company agreed to compensate, in cash or shares of Class A Common Stock, the lender for the calculated amount between (a) the closing share price of Class A Common Stock on the business day immediately prior to the lender’s exercise of the Subordinated Term Loan Warrants on December 12, 2022 multiplied by the number of shares of Class A Common Stock issued for such exercise (the “December 2022 Warrant Shares”) and (b) the closing share price of Class A Common Stock on the business day immediately prior to the lender’s sale of the December 2022 Warrant Shares multiplied by the number of the December 2022 Warrant Shares sold by the lender (the “Subordinated Term Loan Warrants Make-Whole Agreement”). The Subordinated Term Loan Warrants Make-Whole Agreement expires on December 12, 2027.

~~During~~The maturity of the ~~three~~Subordinated ~~months~~Term ~~ended~~Loan ~~March~~was subsequently extended to December 31, 2023, with the ~~Company~~amendment ~~granted~~entered ~~certain~~into ~~RSU~~on ~~awards~~November 18, ~~valued~~2022. atOn ~~$8.2~~March 22, ~~million~~2023, asthe ~~replacement~~Company ~~awards~~entered ~~for~~into ~~$26.8~~an ~~million~~amendment ofmodifying ~~the~~its ~~accrued~~maturity ~~management~~date ~~rollover~~to ~~consideration.~~March 29, ~~The~~2024, ~~replacement~~which ~~awards~~was ~~resulted~~subsequently inamended ato ~~$18.6 million gain~~May 23, ~~which~~2024 ~~was~~with ~~included~~an inamendment ~~gain~~entered into on ~~settlement~~May 19, of2023. ~~incentive~~Concurrently, ~~compensation~~the onCompany ~~the~~entered ~~accompanying~~into ~~condensed~~amendments ~~consolidated~~to ~~statement~~the ofSubordinated ~~operations~~Term Loan ~~for~~Warrants ~~the~~agreements ~~three~~(see ~~months~~Note ~~ended~~10 ~~March 31,~~for ~~2023.~~further Noinformation ~~such~~regarding ~~RSU~~the ~~awards~~Subordinated Term ~~were~~Loan ~~granted~~Warrants ~~during~~and the ~~three~~Subordinated ~~months~~Term ~~ended~~Loan ~~March 31,~~Warrants ~~2024~~Make-Whole Agreement).

During the year ended December 31, 2023, the Company settled with certain Rubicon Management Rollover Holders on a portion of the accrued management rollover consideration and the Company agreed to make quarterly cash payments to these Rubicon Management Rollover Holders through December 31, 2026. As a result, the Company recognized related liabilities of $2.1 million and $2.2 million in accrued expenses and $3.0 million and $3.4 million in other long-term liabilities on the accompanying condensed consolidated balance sheets as of March 31, 2024 and December 31, 2023, respectively. See Note 17 for further information.24

AsOn ~~further~~June 7, ~~described~~2023, inthe ~~Note 4,~~Company ~~$0.9~~entered into an amendment to the Subordinated Term Loan agreement, ~~million~~ which modified (a) its maturity to the earlier of ~~accrued~~(i) ~~expenses~~the ~~was~~scheduled ~~classified~~maturity date (June 7, 2025, which the Company has an option to ~~current~~extend ~~liabilities~~to ~~held~~June 7, ~~for~~2026 ~~sale~~upon onachievement ~~the~~of ~~accompanying~~certain ~~condensed~~conditions) ~~consolidated~~and ~~balance sheet~~(ii) asthe maturity date of ~~March~~the June 312023 Revolving Credit Facility, ~~2024~~unless ~~while~~the ~~$0.4~~Springing ~~million~~Maturity applies, and (b) the interest rate the Subordinated Term Loan bears to 15%, of ~~accrued~~which ~~expenses~~11% ~~were~~is ~~classified~~to be paid in cash and 4% is to ~~current~~be ~~liabilities~~paid ofin ~~discontinued~~kind ~~operations~~by oncapitalizing such interest accrued to the ~~accompanying~~principal ~~condensed~~each month in arrears. Any accrued, capitalized ~~consolidated~~ and ~~balance~~uncapitalized ~~sheet~~paid-in-kind asinterest ofcharges ~~December~~will 31be due and payable in cash at maturity. Concurrently, ~~2023~~the Company entered into an amendment to the Subordinated Term Loan Warrants agreements (see Note 10 for further information regarding the Subordinated Term Loan Warrants).

24In accordance with ASC 470-50, Debt – Modifications and Extinguishments, the Company concluded that these Subordinated Term Loan amendments were debt modifications.

~~Note~~On ~~8—Goodwill~~May 7, 2024, the Company entered into an amendment to the Subordinated Term Loan agreement. Pursuant to the amendment, the lender consented to the sale of the SaaS Business. Concurrently, the Company executed a side letter with the lender of the Subordinated Term Loan, which included additional non-financial covenants for certain time-based milestones in relation to potential transactions the Company may enter into in future periods, including an agreement of a sale of all or substantially all of the Company’s equity interest and ~~other~~assets ~~intangibles~~or a merger. The side letter required the Company to initiate a sale process within 300 days of the completion of the sale of SaaS Business on May 7, 2024. The letter required two milestones of the sale process, (i) within four-months of May 7, 2024, the Company should enter into a binding letter of intent to consummate the sale of the Company and (ii) within ten-months of May 7, 2024, the Company should consummate the sale of the Company and repay the outstanding balance of the debts in full. If any of the milestones are not met and such failure is not cured by the Company in accordance with such terms, the Subordinated Term Loan will become due in full within ten months of May 7, 2024.

~~There~~In ~~were~~accordance nowith ~~additions~~ASC ~~to goodwill during the three months ended March 31~~470-50, ~~2024~~Debt or– ~~the~~Modifications ~~year~~and ~~ended December 31~~Extinguishments, ~~2023. No impairment of goodwill was identified for~~ the ~~three or three months ended March 31, 2024 or the year ended December 31, 2023. As of March 31, 2024, the~~ Company ~~allocated~~concluded ~~$12.3 million~~that ofthese ~~goodwill~~Subordinate toTerm ~~the~~Loan ~~SaaS~~amendments ~~Business~~were asdebt ~~discontinued~~modifications ~~operations based on the relative fair value of the SaaS Business~~ and ~~the~~not ~~remaining business retained by the Company~~extinguishments.

~~Intangible~~The ~~assets~~Company ~~consisted~~capitalized $12.5 million in deferred debt charges related to the Subordinated Term Loan during the year ended December 31, 2023. Balance of deferred debt charges as of June 30, 2024 and December 31, 2023 was $7.9 million and $10.3 million, respectively. Amortization of deferred debt charges related to the ~~following~~Subordinated ~~(in~~Term ~~thousands~~Loan agreement was $1.3 million and $0.7 million for the three months ended June 30, ~~except~~2024 ~~years):~~and 2023, respectively. Amortization of deferred debt charges related to the Subordinated Term Loan agreement was $2.4 million and $0.9 million for the six months ended June 30, 2024 and 2023, respectively.

Schedule of intangible assets and goodwill
	March 31, 2024
	Useful Life (in years)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Intangible assets of continuing operations:
Trade Name	5	$	728	$	(728	)	$	-
Customer and hauler relationships	2 to 8		20,976		(15,340	)		5,636
Non-competition agreements	3 to 4		550		(550	)		-
Technology	3		1,197		(1,197	)		-
Total finite-lived intangible assets			23,451		(17,815	)		5,636
Domain Name	Indefinite		836		-			836
Total intangible assets		$	24,287	$	(17,815	)	$	6,472
Intangible assets of discontinued operations:
Technology	3	$	1,981	$	(1,596	)	$	385
Total intangible assets of discontinued operations		$	1,981	$	(1,596	)	$	385

June 2023 Term Loan – On June 7, 2023, the Company entered into a $75.0 million “June 2023 Term Loan” agreement secured by the Company’s intellectual property, with a maturity date of the earlier of (i) the scheduled maturity date (June 7, 2025, which the Company has an option to extend to June 7, 2026 upon achievement of certain conditions) and (ii) the maturity date of the June 2023 Revolving Credit Facility, unless the Springing Maturity applies. 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. The Company 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 in such instance, the margin applicable for the interest rate was 10.25%. The Company elected to pay the interest accrued through August 31, 2023 in kind. The Company also has the option to pay in kind any excess interest over 13.5% after paying the first 13.5% in cash from September 1, 2023 through the maturity, and the Company elected to pay such excess interest in kind since September 2023. As of June 30, 2024, the applicable interest rate of the June 2023 Term Loan was 16.8%. At the time of any repayment of the June 2023 Term Loan, the Company is required to pay a fee in the amount of 12.0% of the principal repaid. Such repayment fee amount has been accrued as additional principal on the accompanying condensed consolidated balance sheets as of June 30, 2024 and December 31, 2023. 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 Common Stock. The aggregate number of shares delivered to the lender cannot result in the lender’s ownership exceeding (i) 19.99% of the number shares of Class A Common Stock issued and outstanding or (ii) $10.0 million. Concurrently, the Company entered into warrant agreements and issued common stock purchase warrants (the “June 2023 Term Loan Warrants”) (see Note 10 for further information regarding the June 2023 Term Loan Warrants).

	December 31, 2023
	Useful Life (in years)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Intangible assets of continuing operations:
Trade Name	5	$	728	$	(728	)	$	-
Customer and hauler relationships	2 to 8		20,976		(14,700	)		6,276
Non-competition agreements	3 to 4		550		(550	)		-
Technology	3		1,197		(1,197	)		-
Total finite-lived intangible assets			23,451		(17,175	)		6,276
Domain Name	Indefinite		835		-			835
Total intangible assets		$	24,286	$	(17,175	)	$	7,111
Intangible assets of discontinued operations:
Technology	3	$	1,981	$	(1,431	)	$	550
Total intangible assets of discontinued operations		$	1,981	$	(1,431	)	$	550

25On May 7, 2024, the Company entered into an amendment to the June 2023 Term Loan agreement. Pursuant to the amendment, (i) the lender consented to the sale of SaaS Business and (ii) the Company agreed to make a partial prepayment of $45.6 million, including $43.4 million of the principal and $2.2 million of the accrued exit fee, upon close of the SaaS Business sale. On May 15, 2024, the Company executed a side letter with one of the three lenders of the June 2023 Term Loan, and interest rate (including cash interest and paid-in-kind interest) was capped at 14%. The side letter also included additional non-financial covenants for certain time-based milestones in relation to potential transactions the Company may enter into in future periods, including an agreement of a sale of all or substantially all of the Company’s equity interests and assets or a merger. The side letter required the Company to initiate a sale process within 300 days of the completion of the sale of SaaS Business on May 7, 2024. The letter required two milestones of the sale process, (i) within four-months of May 7, 2024, the Company should enter into a binding letter of intent to consummate the sale of the Company and (ii) within ten-months of May 7, 2024, the Company should consummate the sale of the Company and repay the outstanding balance of the debts in full. If any of the milestones are not met and such failure is not cured by the Company in accordance with such terms, the June 2023 Term Loan will become due in full within ten months of May 7, 2024.

~~Amortization~~In ~~expense~~accordance ~~for~~with ~~intangible~~ASC ~~assets~~470-50, ~~of continuing~~Debt ~~operations~~– ~~was~~Modifications ~~$0.6 million~~ and Extinguishments, the Company concluded that the prepayment of $045.6 million ~~for~~under the ~~three~~amendments ~~months~~to ~~ended~~the ~~March~~June ~~31, 2024 and~~ 2023, ~~respectively.~~Term ~~Amortization~~Loan ~~expense~~was ~~for~~a ~~intangible~~partial ~~assets~~extinguishment of ~~discontinued~~the ~~operations~~debt ~~was~~obligation ~~$0.2 million~~ and ~~$0.2~~a ~~million~~debt modification for the ~~three~~remaining ~~months~~debt ~~ended~~obligation. ~~March 31,~~The ~~2024~~Company ~~and~~recorded ~~2023, respectively~~$8.5 ~~Future~~million ~~amortization~~as ~~expense~~a ~~for~~loss ~~continuing~~on ~~operations~~extinguishments ~~for~~of debt obligations on the ~~remainder~~accompanying consolidated statements of ~~2024 and~~operations ~~subsequent~~for ~~years~~the ispartial asextinguishment ~~follows~~of ~~(in~~the ~~thousands):~~debt obligation.

Schedule of finite- lived intangible assets, future amortization expense
Fiscal Years Ending December 31,
2024	$	(1,920	)
2025		(2,559	)
2026		(1,157	)
Total future amortization of intangible assets	$	(5,636	)

The Company capitalized $24.0 million in deferred debt charges related to the June 2023 Term Loan during the ended December 31, 2023. Balance of deferred debt charges as of June 30, 2024 and December 31, 2023 was $6.6 million and $19.5 million, respectively. Amortization of deferred debt charges related to the June 2023 Term Loan agreement was $1.7 million and $0.4 million for the three months ended June 30, 2024 and 2023, respectively. Amortization of deferred debt charges related to the June 2023 Term Loan agreement was $4.3 million and $0.4 million for the six months ended June 30, 2024 and 2023, respectively.

AsThe ~~further~~June 2023 ~~described~~Revolving inCredit ~~Note~~Facility, 4the June 2023 Term Loan and the Subordinated Term Loan are subject to certain cross-default provisions under the intercreditor agreement. In addition, the June 2023 Revolving Credit Facility, the June 2023 Term Loan and the Subordinated Term Loan agreements include covenants, which reduce the available borrowing base collateral under the June 2023 Revolving Credit Facility initially by $219.0 million of(the ~~technology~~“Minimum ~~intangible~~Excess ~~assets~~Availability Reserve”). During the terms of the agreements, ~~$1.6~~the Minimum Excess Availability Reserve ~~million~~ could ofbe ~~related~~decreased ~~accumulated~~by ~~amortization~~up ~~and~~to $129.30 million, ofwhich ~~goodwill~~will ~~were~~make ~~reallocated~~the toMinimum ~~noncurrent~~Excess ~~assets~~Availability Reserve of$10.0 ~~discontinued operations~~million, onupon the ~~accompanying~~Company’s ~~condensed~~achievement ~~consolidated~~of ~~balance~~certain ~~sheet~~financial asconditions defined in the agreements. As of ~~March~~June 3130, 2024, ~~while~~the Minimum Excess Availability Reserve was $219.0 million. ofFurthermore, ~~technology intangible~~the ~~assets,~~June 2023 ~~$1.4~~Revolving ~~million~~Credit ofFacility, ~~related~~the ~~accumulated~~June 2023 ~~amortization~~Term Loan and ~~$12.3~~the ~~million~~Subordinated ofTerm ~~goodwill~~Loan ~~were~~agreements ~~reallocated~~require the Company to ~~noncurrent~~maintain ~~assets~~ a $2.0 million letter of ~~discontinued~~credit. ~~operations~~This onletter ~~the~~of ~~accompanying~~credit ~~condensed~~could ~~consolidated~~be ~~balance~~eliminated ~~sheet~~upon asthe Company’s achievement of ~~December~~certain ~~31,~~financial ~~2023~~conditions defined in the agreements.

~~Note~~Insider ~~9—Stockholders~~Convertible Debentures – On December 16, 2022, the Company issued convertible debentures to certain members of the Company’s management team and board of directors, and certain other existing investors of the Company for a total principal amount of $11.9 million and the total net proceeds of $10.5 million (~~deficit~~the “Insider Convertible Debentures”). The ~~equity~~Insider Convertible Debentures had a maturity date of June 16, 2024 and accrue interest at the 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 the option of the Company, 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 Insider Convertible Debentures are outstanding, each of the holders may convert all or part of the principal and accrued and unpaid interest of their Insider Convertible Debentures they hold into shares of Class A Common Stock at a conversion price of $16.96 per share.

~~The table set forth below reflects information about the Company’s equity as of March 31, 2024.~~26

Schedule of stockholders equity
	Authorized		Issued		Outstanding
Class A Common Stock		690,000,000		52,406,059		52,406,059
Class V Common Stock		275,000,000		1,074,899		1,074,899
Preferred Stock		10,000,000		-		-
Total shares as of March 31, 2024		975,000,000		53,480,958		53,480,958

On June 2, 2023, the Company entered into an amendment to the Insider Convertible Debentures, with the exception of the three debentures, for which the amendment was executed on July 11, 2023. The amendment extended the maturity date to December 1, 2026. In accordance with ASC 470-50, Debt – Modifications and Extinguishments, the Company concluded that the amendment was a debt modification.

On September 15, 2023, the Company entered into an amendment to the Insider Convertible Debentures held by three entities affiliated with Andres Chico and Jose Miguel Enrich. The ~~table~~amendment ~~set~~lowered ~~forth~~the ~~below~~conversion ~~reflects~~price ~~information~~of ~~about~~these three debentures to $10.00 per share of Class A Common Stock. In accordance with ASC 470-50, Debt – Modifications and Extinguishments, the Company’s ~~equity~~concluded asthat the amendment was a debt extinguishment. As of ~~December 31~~the amendment date, ~~2023~~the Company recognized $0.9 million of loss on debt extinguishment on the consolidated statement of operations. Concurrently, the Company issued a warrant to an entity affiliated with Andres Chico and Jose Miguel Enrich which granted the right to purchase 498,119 shares of Class A Common Stock (the “Rodina Warrant”) (See Note 10 for further information regarding the Rodina Warrant).

	Authorized		Issued		Outstanding
Class A Common Stock		690,000,000		39,643,584		39,643,584
Class V Common Stock		275,000,000		4,425,388		4,425,388
Preferred Stock		10,000,000		-		-
Total shares as of December 31, 2023		975,000,000		44,068,972		44,068,972

The Company recorded the principal of the Insider Convertible Debentures, including interest incurred between the origination through June 30, 2024, which the Company elected to capitalize to the principal, in related-party debt obligations, net of deferred debt charges on the accompanying condensed consolidated balance sheet as of June 30, 2024. The Company capitalized $0.2 million and $0.2 million of accrued interest to the principal of the Insider Convertible Debentures during the three months ended June 30, 2024 and 2023, respectively. The Company capitalized $0.4 million and $0.4 million of accrued interest to the principal of the Insider Convertible Debentures during the six months ended June 30, 2024 and 2023, respectively. Amortization of deferred debt charges related to the Insider Convertible Debentures was $0.1 million and $0.2 million for the three months ended June 30, 2024 and 2023, respectively. Amortization of deferred debt charges related to the Insider Convertible Debentures was $0.2 million and $0.4 million for the six months ended June 30, 2024 and 2023, respectively. Neither principal nor accrued interest of the Insider Convertible Debentures was converted to Class A Common Stock from the origination through June 30, 2024.

~~Each~~Third ~~share~~Party ofConvertible ~~Class~~Debentures A– ~~Common~~On ~~Stock~~February 1, ~~and~~2023, ~~Class~~the VCompany ~~Common~~issued ~~Stock~~convertible ~~entitles~~debentures ~~the~~to ~~holder~~certain ~~one~~third ~~vote~~parties ~~per~~for ~~share.~~a ~~Only~~total principal ~~holders~~amount of ~~Class~~$1.4 Amillion ~~Common~~and ~~Stock~~a ~~have~~total ~~the~~net ~~right~~proceeds toof ~~receive dividend distributions~~$1.2 Inmillion (the ~~event~~“Third ofParty ~~liquidation,~~Convertible ~~dissolution~~Debentures”). orThe ~~winding~~Third upParty ofConvertible ~~the~~Debentures ~~affairs~~had a maturity date of ~~the~~August ~~Company~~1, ~~only~~2024 ~~holders~~and accrue interest at the rate of ~~Class~~6.0% Aper ~~Common~~annum. ~~Stock~~The ~~have~~interest ~~the~~is ~~right~~due toand ~~receive~~payable ~~liquidation~~quarterly ~~proceeds~~in arrears, ~~while~~and ~~the~~any ~~holders~~portion of ~~Class~~the Vaggregate interest ~~Common~~accrued ~~Stock~~may, ~~are~~at ~~entitled~~the tooption ~~only~~of the ~~par~~Company, ~~value~~be ofpaid ~~their~~in ~~shares.~~kind ~~The~~by ~~holders~~capitalizing the amount of ~~Class~~accrued Vinterest ~~Common~~to ~~Stock have~~ the ~~right~~principal toon ~~exchange~~each ~~Class~~applicable Vinterest ~~Common~~payment date. ~~Stock~~At ~~for~~any antime, ~~equal~~so ~~number~~long ofas ~~shares~~the ofThird ~~Class~~Party AConvertible ~~Common~~Debentures ~~Stock.~~are ~~The~~outstanding, each ~~Company’s~~of ~~board~~the ofholders ~~directors~~may ~~has~~convert ~~discretion~~all toor ~~determine~~part of the ~~rights,~~principal ~~preferences,~~and ~~privileges~~accrued and ~~restrictions,~~unpaid interest ~~including~~of ~~voting~~their ~~rights,~~Third ~~dividend~~Party ~~rights,~~Convertible ~~conversion~~Debentures ~~rights,~~they ~~redemption~~hold ~~privileges~~into ~~and~~shares ~~liquidation~~of ~~preferences,~~Class A ofCommon ~~each~~Stock ~~series~~at a conversion price of ~~preferred~~$15.52 ~~stock~~per share.

~~During~~On June 2, 2023, the Company entered into an amendment to the Third Party Convertible Debentures, with the exception of the three ~~months~~debentures, ~~ended~~for ~~March~~which the amendment was executed on July 31, ~~2024~~2023. The amendment extended the maturity date to December 1, 32026. In accordance with ASC 470-50,~~350~~ Debt – Modifications and Extinguishments,~~489~~ ~~shares~~the Company concluded that the amendment was a debt modification. The Company recorded the principal of ~~Class~~the VThird ~~Common~~Party ~~Stock~~Convertible ~~were~~Debentures, ~~exchanged~~including interest incurred between the origination through June 30, 2024 which the Company elected to capitalize to the ~~equal~~principal, ~~number~~in debt obligations, net of ~~shares~~deferred debt charges on the accompanying condensed consolidated balance sheet as of ~~Class~~June 30, A2024. ~~Common~~The ~~Stock~~Company capitalized insignificant amount of accrued interest to the principal of the Third Party Convertible Debentures during the three and six months ended June 30, 2024 and 2023, respectively. Amortization of deferred debt charges related to the Third Party Convertible Debentures was insignificant for the three and six months ended June 30, 2024 and 2023, respectively. Neither principal nor accrued interest of the Third Party Convertible Debentures was converted from the origination through June 30, 2024.

2627

~~Note~~NZ Superfund Convertible Debenture – On February 1, 2023, the Company issued a convertible debenture to Guardians of New Zealand Superannuation (the “NZ Superfund”), a then beneficial owner of greater than 10~~—Warrants~~% of the issued and outstanding Class A Common Stock and Class V Common Stock, for a total principal amount of $5.1 million and the total net proceeds of $4.5 million (the “NZ Superfund Convertible Debenture”). The NZ Superfund Convertible Debenture had a maturity date of August 1, 2024 and accrued interest at the rate of 8.0% per annum. The interest is due and payable quarterly in arrears, and any portion of the aggregate interest accrued may, at the option of the Company, 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 NZ Superfund Convertible Debenture is outstanding, the NZ Superfund may convert all or part of the principal and accrued and unpaid interest of the NZ Superfund Convertible Debenture it holds into shares of Class A Common Stock at a conversion price of $15.52.

~~Public~~On ~~Warrants~~June 2, ~~and~~2023, ~~Private~~the ~~Warrants~~Company –entered Ininto ~~connection~~an ~~with~~amendment to the ~~Closing,~~NZ onSuperfund ~~August 15,~~Convertible ~~2022~~Debenture, which extended the ~~Company~~maturity ~~assumed~~date ato ~~total~~December 1, of2026 ~~3,752,107~~and ~~outstanding~~modified ~~warrants~~the interest rate it bears to ~~purchase~~14.0%. ~~one~~In ~~share~~accordance ofwith ~~the~~ASC ~~Company’s~~470-50, Debt ~~Class~~– AModifications ~~Common~~and ~~Stock~~Extinguishments, ~~with~~the anCompany ~~exercise~~concluded ~~price~~that ofthe ~~$92.00~~amendment ~~per~~was ~~share.~~a Ofdebt ~~these~~modification. ~~warrants,~~The Company recorded the ~~1,976,560~~principal ~~Public~~of ~~Warrants~~the ~~were~~NZ ~~originally~~Superfund ~~issued~~Convertible inDebenture, ~~Founder’s~~including ~~initial~~interest ~~public~~incurred between ~~offering (~~the ~~“IPO”)~~origination ~~and~~through 1June 30,~~775,547~~ ~~Private~~2024 ~~Warrants~~which ~~were~~the ~~originally~~Company ~~issued~~elected into acapitalize ~~private~~to ~~placement~~the principal, in ~~connection~~related ~~with~~party debt ~~the~~obligations, ~~IPO.~~net Inof ~~accordance~~deferred ~~with~~debt ~~the~~charges ~~guidance~~on ~~contained~~the inaccompanying ~~ASC~~condensed ~~815-40,~~consolidated balance ~~Derivatives~~sheet ~~and~~as ~~Hedging~~of –June 30, ~~Contracts~~2024. inThe anCompany ~~Entity’s~~capitalized ~~Own~~$0.2 ~~Equity,~~million ~~the~~and ~~Company~~$0.1 ~~concluded~~million ~~that~~of ~~the~~accrued ~~IPO~~interest ~~Warrants~~to ~~are~~the ~~not~~principal ~~precluded~~of ~~from~~the ~~equity~~NZ ~~classification.~~Superfund ~~Equity-classified~~Convertible Debenture ~~contracts~~during ~~are~~the ~~initially~~three ~~measured~~months atended ~~fair~~June 30, ~~value~~2024 ~~(or~~and ~~allocated~~2023, ~~value)~~respectively. ~~Subsequent~~The ~~changes~~Company incapitalized ~~fair~~$0.4 ~~value~~million ~~are~~and ~~not~~$0.2 ~~recognized~~million asof ~~long~~accrued asinterest to the ~~contracts~~principal ~~continue~~of tothe beNZ ~~classified~~Superfund inConvertible ~~equity.~~Debenture during ~~The~~the ~~IPO~~six ~~Warrants~~months ~~may~~ended ~~only~~June 30, be2024 ~~exercised~~and ~~for~~2023, arespectively. ~~whole~~Amortization ~~number~~ of ~~shares.~~deferred Nodebt ~~fractional~~charges ~~shares~~related ~~will~~to bethe NZ ~~issued~~Superfund ~~upon~~Convertible ~~exercise~~Debenture ofwas ~~the~~insignificant ~~IPO~~and ~~Warrants~~$0.1 ~~The~~million ~~IPO~~for ~~Warrants~~the ~~became~~three ~~exercisable~~months onended ~~September~~June 1430, ~~2022~~2024 and 2023, 30respectively. ~~days~~Amortization ~~after~~of deferred debt charges related to the NZ ~~Closing~~Superfund Convertible Debenture was insignificant and no$0.1 ~~IPO~~million ~~Warrants~~for ~~has~~the ~~been~~six ~~exercised~~months ~~through~~ended ~~March~~June 3130, 2024 and 2023, respectively. ~~The~~Neither ~~IPO~~principal ~~Warrants~~nor ~~will~~accrued ~~expire~~interest ~~five~~of ~~years~~the NZ Superfund Convertible Debenture was converted from the ~~Closing~~origination orthrough ~~earlier~~June 30, ~~upon redemption~~2024.

~~The~~Components of the Company’s ~~may~~debt ~~redeem~~obligations ~~the~~were ~~IPO~~as ~~Warrants~~follows (in thousands):

- in whole and not in part;


	June 30,			December 31,
	2024			2023
Term loan balance	$	65,445		$	109,422
Convertible debt balance		1,512			1,467
Related-party convertible debt balance		19,214			18,424
Less: unamortized deferred debt charges		(16,460	)		(32,010	)
Total borrowed		69,711			97,303
Less: short-term debt obligation balance		(50,926	)		-
Long-term debt obligation balance	$	18,785		$	97,303

At June 30, 2024, the future aggregate maturities of long-term atdebt afor ~~price~~the remainder of ~~$0.08~~2024 and ~~per~~subsequent ~~warrant;~~periods are as follows (in thousands):

- upon not less than 30 days’ prior written notice to each IPO Warrant holder and


Fiscal Years Ending December 31,
2024	$	-
2025		65,445
2026		20,726
Total	$	86,171

-The iftotal ~~and~~interest ~~only~~expense ~~if,~~related to the ~~last~~Revolving ~~reported~~Credit ~~price~~Facilities, ofTerm ~~the~~Loan ~~Class~~Facilities, and AConvertible ~~Common~~Debentures ~~Stock~~was ~~equals~~$8.0 ormillion ~~exceeds~~and $~~144~~8.008 ~~per~~million ~~share~~ for ~~any~~the 20three ~~trading~~months ~~days~~ended ~~within~~June 30, a2024 30and ~~trading~~2023, ~~day~~respectively. ~~period~~The ~~ending~~total oninterest expense related to the ~~third~~Revolving Credit ~~trading~~Facilities, ~~day~~Term ~~prior~~Loan toFacilities, ~~the~~and ~~date~~Convertible onDebentures ~~which~~was ~~the~~$19.2 ~~Company~~million ~~sends~~and $16.5 million for the ~~notice~~six ofmonths ~~redemption~~ended toJune 30, ~~the~~2024 ~~IPO~~and ~~Warrant~~2023, ~~holders~~respectively.

Rodina Warrant – On September 15, 2023, the Company issued the Rodina Warrant, which granted the holder the right to purchase 498,119 shares of Class A Common Stock at the exercise price of $0.08 per share any time prior to September 15, 2026. In accordance with the guidance contained in ASC 815-40, Derivatives and Hedging – Contracts in an Entity’s Own Equity, the Company concluded that the Rodina Warrant is not precluded from equity classification. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity. Accordingly, the Rodina Warrant was recognized at its fair value of $1.7 million in additional paid-in capital on the consolidated balance sheet upon issuance. The Rodina Warrant has not been exercised and remains outstanding as of March 31, 2024.28

~~Subordinated Term Loan Warrants – Pursuant to the Subordinated Term Loan agreement entered on December 22, 2021 (see~~ Note ~~6),~~7—Accrued the Company concurrently entered into warrant agreements and issued the Subordinated Term Loan Warrants under the condition that if the Company did not repay the Subordinated Term Loan on or prior to the original maturity date of December 22, 2022, the lender would receive the right to purchase up to the number of shares of Class A Common Stock worth $2.0 million at the exercise price of $0.08 per share at any time after the original maturity date prior to the earlier of the date principal and interest on all outstanding term loans under this Subordinated Term Loan agreement are repaid, and the tenth anniversary of the issuance date. Additionally, if the Company did not repay the Subordinated Term Loan on or prior to the original maturity date, the Subordinated Term Loan Warrants would be exercisable for additional $0.2 million of Class A Common Stock each additional full calendar month after the maturity date until the Company fully repays the principal and interest in cash (the “Additional Subordinated Term Loan Warrants”). If the Company repaid the Subordinated Term Loan on or prior to the original maturity date, the Subordinated Term Loan Warrants would automatically terminate and be voided, and no Subordinated Term Loan Warrant would be exercisable.expenses

27Accrued expenses consist of the following as of June 30, 2024 and December 31, 2023 (in thousands):

On November 18, 2022, the Company entered into an amendment to the Subordinated Term Loan Warrants agreements, which (i) increased the number of shares of Class A Common Stock the lender has the right to purchase with the Subordinated Term Loan Warrants to such number of Class A Common Stock worth $2.6 million, (ii) caused the Subordinated Term Loan Warrants to be immediately exercisable upon execution of the amended Subordinated Term Loan Warrants agreements, and (iii) increased the value of Class A Common Stock the Additional Subordinated Term Loan Warrants would earn each additional full calendar month after March 22, 2023 to $0.25 million until the Company repays the Subordinated Term Loan in full.

Schedule of accrued expenses
	June 30,		December 31,
	2024		2023
Accrued hauler expenses	$	44,697	$	63,367
Accrued compensation		7,029		4,221
FPA Settlement Liability (as defined in Note 11)		-		2,000
Accrued income taxes		1,881		-
Other accrued expenses		9,307		7,057
Total accrued expenses	$	62,914	$	76,645

Accrued expenses of discontinued operations:
Accrued expenses	$	-	$	356

OnDuring ~~March~~the six months ended June 2230, 2023, the Company ~~entered~~granted ~~into~~certain anRSU ~~amendment~~awards, tovalued at $8.2 million, as replacement awards for $26.8 million of the ~~Subordinated~~accrued ~~Term~~management ~~Loan~~rollover ~~Warrants~~consideration. ~~agreements~~The replacement awards resulted in a $18.6 million gain, which ~~increased~~was ~~the~~included ~~value~~in ofgain ~~Class~~on Asettlement of ~~Common~~incentive ~~Stock~~compensation on the ~~Additional~~accompanying ~~Subordinated~~condensed ~~Term~~consolidated ~~Loan~~statement ~~Warrants~~of operations ~~earn~~for ~~each~~the ~~additional~~six ~~full~~months ~~calendar~~ended ~~month after March~~June 2230, 2023. toNo ~~$0.35~~such ~~million~~RSU ~~until~~awards ~~the~~were ~~Company~~granted ~~repays~~during the ~~Subordinated~~three ~~Term~~and ~~Loan~~six inmonths ~~full~~ended June 30, 2024.

OnDuring ~~June~~the year ended December 731, 2023, the Company ~~entered~~settled ~~into~~with ancertain ~~amendment~~Rubicon toManagement ~~the~~Rollover ~~Subordinated~~Holders ~~Term~~on ~~Loan~~a portion ~~Warrants~~of ~~agreements,~~the ~~which~~accrued ~~amended~~management ~~the~~rollover ~~value~~consideration ofand ~~Class~~the ACompany ~~Common~~agreed ~~Stock~~to make ~~the~~quarterly ~~Additional~~cash ~~Subordinated~~payments ~~Term~~to ~~Loan~~these ~~Warrants~~Rubicon ~~earn~~Management ~~for~~Rollover ~~the~~Holders ~~full~~through December 31, ~~calendar~~2026. ~~month~~As ~~starting~~a ~~June 23~~result, ~~2023~~the toCompany recognized related liabilities of $01.389 million and ~~such~~$2.2 ~~amount~~million toin ~~increase~~accrued byexpenses and $~~25,000~~2.6 ~~each~~million ~~additional~~and ~~full~~$3.4 ~~calendar~~million ~~month~~in ~~thereafter~~other ~~until~~long-term liabilities on the ~~Company~~accompanying ~~repays~~condensed ~~the~~consolidated balance ~~Subordinated~~sheets ~~Term~~as ~~Loan~~of inJune 30, ~~full~~2024 and December 31, 2023, respectively. See Note 17 for further information.

~~The~~As ~~Company~~further ~~determined~~described ~~that~~in ~~the~~Note ~~Subordinated Term Loan Warrants required liability classification pursuant to ASC 480. As such~~4, the ~~outstanding~~Company ~~Subordinated~~reported ~~Term~~$1.9 ~~Loan~~million ~~Warrants~~accrued ~~were~~income ~~recognized~~tax ~~as warrant~~ liabilities onfrom ~~the~~discontinued ~~consolidated balance sheets~~operations, ~~measured~~as atof ~~their~~June ~~inception~~30, ~~date~~2024, ~~fair value and subsequently remeasured at each reporting period with changes in fair value being recorded~~ as a ~~component~~result of ~~other income (expense) on~~ the sale ~~consolidated statements~~ of ~~operations. On December 12, 2022,~~ the ~~outstanding~~SaaS ~~Subordinated~~Business; ~~Term~~and ~~Loan~~$0.4 ~~Warrants~~million ~~in amount~~ of ~~$2.6~~accrued ~~million~~expenses were ~~converted~~classified to ~~136,553~~current ~~shares~~liabilities of ~~Class~~discontinued Aoperations ~~Common~~on the ~~Stock~~accompanying ~~and~~condensed ~~reclassified~~consolidated ~~from~~balance ~~liability~~sheet toas ~~stockholders’~~of ~~(deficit)~~December ~~equity~~31, 2023.

OnNote ~~December 30,~~8—Goodwill 2022, the Company entered into the Subordinated Term Loan Warrants Make-Whole Agreement. During the year ended December 31, 2023, the Additional Subordinated Term Loan Warrants in amount of $3.7 million were exercised and ~~converted~~other to 1,355,045 shares of Class A Common Stock and reclassified from liability to stockholders’ (deficit) equity. During the three months ended March 31, 2024, the Additional Subordinated Term Loan Warrants in amount of $1.1 million were exercised and converted to 1,436,726 shares of Class A Common Stock and reclassified from liability to stockholders’ (deficit) equity. As of March 31, 2024, $0.5 million of the Subordinated Term Loan Warrants were outstanding and recorded in warrant liabilities on the accompanying condensed consolidated balance sheet. As of December 31, 2023, no Subordinated Term Loan Warrants were outstanding.intangibles

~~Pursuant~~There towere ~~ASC~~no ~~815,~~additions ~~the Company determined that the Additional Subordinated Term Loan Warrants and the Subordinated Term Loan Warrants Make-Whole Agreement are derivatives. These derivatives, referred~~ to ~~throughout~~goodwill asduring the ~~“Additional~~six ~~Subordinated~~months ~~Term~~ended ~~Loan Warrants Derivative” and the “Subordinated Term Loan Warrants Make-Whole Derivative”~~June 30, ~~respectively,~~2024 ~~are~~or ~~recorded in derivative liabilities on~~ the ~~accompanying~~year ~~condensed~~ended ~~consolidated balance sheets as of March 31, 2024 and~~ December 31, 2023. ~~The~~No ~~Company~~impairment ~~performed~~of ~~fair~~goodwill ~~value~~was ~~measurements~~identified for the ~~Additional~~three ~~Subordinated~~or ~~Term~~six ~~Loan~~months ~~Warrants~~ended June 30, ~~Derivative~~2024 ~~and~~or the ~~Subordinated~~year ~~Term~~ended ~~Loan Warrants Make-Whole Derivative~~December 31, ~~which are described in Note 17~~2023. ~~The fair value of the Additional Subordinated Term Loan Warrants Derivative and the Subordinated Term Loan Warrants Make-Whole Derivative are remeasured at each reporting period.~~

YAGoodwill ~~Warrant~~consisted ~~– On November 30, 2022, the Company issued a pre-funded warrant for a purchase price~~ of ~~$6.0 million which was paid by~~ the Yorkville Investor upon issuance (the “YA Warrant”). The YA Warrant is exercisable into $20.0 million of shares of Class A Common Stock at an exercise price of $0.0008 per share any time on or after the earlier of (i) August 30, 2023, and (ii) the date upon which all of the YA Convertible Debentures have been fully repaid by the Company or fully converted into shares of Class A Common Stock. On August 25, 2023 (the “Market Price Set Date”), the YA Convertible Debentures were converted into shares of Class A Common Stock for the full settlements, and the YA Warrant became exercisable at the conversion price of $4.52 per share. The conversion price is to be adjusted to the lowest of (a) the “3-month Reset Price”, which is the average of the daily VWAPs of Class A Common Stock per share during the three consecutive trading days immediately following ~~the 3-month anniversary of the Market Price Set Date, or~~ (~~b) the “6-month Reset Price”, which is the average of the daily VWAPs of Class A Common Stock per share during the three consecutive trading days immediately following the 6-month anniversary~~

Filing Compare · Rubicon Technologies, Inc.