Commitments and contingencies	6 Months Ended
Jun. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments and contingencies	Note 17—Commitments and contingencies Legal Matters In the ordinary course of business, the Company is or may be involved in various legal or regulatory proceedings, claims or purported class actions related to alleged infringement of third-party patents and other intellectual property rights, commercial, corporate and securities, labor and employment, wage and hour and other claims. On March 22, 2024, a lawsuit was filed against the Company by Cass Information Systems, Inc. (“Cass”) in the Circuit Court of St. Louis County, Missouri (Cass Information Systems, Inc. v. Rubicon Technologies, Inc.) alleging the Company’s nonpayment of $14.3 million in total of reimbursements of vendor invoices prepaid by Cass and certain fees for Cass’ services. The Company subsequently filed a response by disputing Cass’ allegations. The Company has received demand letters from four former employees in connection with incentive equity compensation that these individuals believe were due to them pursuant to their employment agreement. The Company has subsequently reached settlement agreements with these four former employees. The Company paid $0.6 million and $2.2 million to these employees for the three months and six months ended June 30, 2024, respectively. The Company further received a demand letter from a current employee for incentive equity compensation that the employee believes is due pursuant to an employment agreement with the Company. The Company is currently evaluating the demand letter and working to resolve the issue. On August 15, 2024, a lawsuit was filed against the Company by Jefferies LLC (“Jefferies”) in New York State Supreme Court, New York Count (Manhattan) (Jefferies LLC v. Rubicon Technologies, Inc.). Jefferies’ complaint alleges that the Company has failed to pay Jefferies a deferred discount fee of approximately $7,000,000 in breach of an Underwriting Agreement dated October 14, 2021, as amended, between Jefferies and the Company. The Company is currently evaluating the claim. The Company makes a provision for liabilities relating to legal matters when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These provisions are reviewed at least quarterly and adjusted to reflect the impacts of negotiations, estimated settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter. The outcomes of legal proceedings and other contingencies are, however, inherently unpredictable and subject to significant uncertainties. At this time, the Company is not able to reasonably estimate the amount or range of possible losses in excess of any amounts accrued, including losses that could arise as a result of application of non-monetary remedies, with respect to the contingencies it faces, and the Company’s estimates may not prove to be accurate. In management’s opinion, resolution of all current matters is not expected to have a material adverse impact on the Company’s consolidated statements of operations, cash flows or balance sheets. However, depending on the nature and timing of any such dispute or other contingency, an unfavorable resolution of a matter could materially affect the Company’s current or future results of operations or cash flows, or both. Management Rollover Settlement As further described in Note 7, during the year ended December 31, 2023, the Company settled with certain Rubicon Management Rollover Holders a portion of the accrued management rollover consideration and the Company agreed to make quarterly cash payments to these Rubicon Management Rollover Holders through December 31, 2026, of which $1.9 million is coming due in the next 12 months of June 30, 2024 and $2.6 million thereafter.

Commitments and contingencies

6 Months Ended

Jun. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

Note 17—Commitments and contingencies

Legal Matters

In the ordinary course of business, the Company is or may be involved in various legal or regulatory proceedings, claims or purported class actions related to alleged infringement of third-party patents and other intellectual property rights, commercial, corporate and securities, labor and employment, wage and hour and other claims.

On March 22, 2024, a lawsuit was filed against the Company by Cass Information Systems, Inc. (“Cass”) in the Circuit Court of St. Louis County, Missouri (Cass Information Systems, Inc. v. Rubicon Technologies, Inc.) alleging the Company’s nonpayment of $14.3 million in total of reimbursements of vendor invoices prepaid by Cass and certain fees for Cass’ services. The Company subsequently filed a response by disputing Cass’ allegations.

The Company has received demand letters from four former employees in connection with incentive equity compensation that these individuals believe were due to them pursuant to their employment agreement. The Company has subsequently reached settlement agreements with these four former employees. The Company paid $0.6 million and $2.2 million to these employees for the three months and six months ended June 30, 2024, respectively. The Company further received a demand letter from a current employee for incentive equity compensation that the employee believes is due pursuant to an employment agreement with the Company. The Company is currently evaluating the demand letter and working to resolve the issue.

On August 15, 2024, a lawsuit was filed against the Company by Jefferies LLC (“Jefferies”) in New York State Supreme Court, New York Count (Manhattan) (Jefferies LLC v. Rubicon Technologies, Inc.). Jefferies’ complaint alleges that the Company has failed to pay Jefferies a deferred discount fee of approximately $7,000,000 in breach of an Underwriting Agreement dated October 14, 2021, as amended, between Jefferies and the Company. The Company is currently evaluating the claim.

The Company makes a provision for liabilities relating to legal matters when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These provisions are reviewed at least quarterly and adjusted to reflect the impacts of negotiations, estimated settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter. The outcomes of legal proceedings and other contingencies are, however, inherently unpredictable and subject to significant uncertainties. At this time, the Company is not able to reasonably estimate the amount or range of possible losses in excess of any amounts accrued, including losses that could arise as a result of application of non-monetary remedies, with respect to the contingencies it faces, and the Company’s estimates may not prove to be accurate.

In management’s opinion, resolution of all current matters is not expected to have a material adverse impact on the Company’s consolidated statements of operations, cash flows or balance sheets. However, depending on the nature and timing of any such dispute or other contingency, an unfavorable resolution of a matter could materially affect the Company’s current or future results of operations or cash flows, or both.

Management Rollover Settlement

As further described in Note 7, during the year ended December 31, 2023, the Company settled with certain Rubicon Management Rollover Holders a portion of the accrued management rollover consideration and the Company agreed to make quarterly cash payments to these Rubicon Management Rollover Holders through December 31, 2026, of which $1.9 million is coming due in the next 12 months of June 30, 2024 and $2.6 million thereafter.