0000950123-21-013204 | S-1 | XBRL Viewer | Sarcos Technology Robotics Corp

276,494,937

137,336

Current liabilities:

Promissory note — related party

4,054,606

1,450

Accrued offering costs

35,000

7,000

270,000

105,336

Total current liabilities

4,359,606

113,786

Promissory note — related party

105,336

39,935,706

113,786

Commitments and contingencies (Note 10)

39,935,706

113,786

Additional paid-in capital

24,310

Accumulated deficit

(39,465,769)

(1,450)

Class B common stock, $0.0001 par value; 12,500,000 shares authorized; 6,900,000 shares issued and outstanding as of June 30, 2021 and December 31, 2020

(39,440,769)

23,550

690

Total liabilities and stockholders’ equity

276,494,937

137,336

Warrant liability

25,916,100

Deferred underwriting fee payable

9,660,000

Class A common stock subject to possible redemption 27,600,000 and no shares at redemption value as of June 30, 2021 and December 31, 2020, respectively

276,000,000

Current assets:

Deferred offering costs

137,336

Investments held in trust account

276,046,127

276,494,937

137,336

Common Class A [Member]

Common Class B [Member]

^[1]

690

690

Cash and cash equivalents

Assets

19,540

33,664

$ 9,195

Accounts receivable

386

1,051

916

Unbilled receivable

323

219

868

Contract assets

195

Inventories

1,259

707

1,148

Prepaid expenses and other current assets

1,375

693

354

Total current assets

25,682

36,334

12,676

Deferred transaction costs

2,799

Property and equipment, net

4,401

1,425

911

Other non-current assets

491

292

129

30,574

38,051

13,716

Current liabilities:

Accounts payable

2,045

972

1,264

Notes payable, current portion

1,830

1,255

771

1,328

Deferred revenue

200

Total current liabilities

3,875

3,555

2,235

Notes payable, net of current portion

7,919

5,147

2,243

2,000

1,066

Other non-current liabilities

2,044

526

Commitments and contingencies (Note 10)

7,919

5,147

2,243

Additional paid-in capital

97,079

96,870

54,518

Accumulated deficit

(74,444)

(63,983)

(43,057)

Non-controlling interests

22,655

32,907

11,476

(3)

Total stockholders’ equity

22,655

32,904

11,473

Total liabilities and stockholders’ equity

30,574

38,051

13,716

Current assets:

Sarcos Corp and Subsidiaries | Previously Reported

30,574

38,051

13,716

Assets

Prepaid expenses and other current assets

600

354

38,051

Current liabilities:

Total current liabilities

1,198

3,555

Other non-current liabilities

5,147

526

5,147

Additional paid-in capital

96,870

Accumulated deficit

(63,983)

Non-controlling interests

32,907

(3)

Total stockholders’ equity

32,904

11,473

Total liabilities and stockholders’ equity

38,051

Current assets:

Sarcos Corp and Subsidiaries | Convertible Preferred Stock [Member]

38,051

Sarcos Corp and Subsidiaries | Series A Preferred Stock [Member]

Sarcos Corp and Subsidiaries | Series B Preferred Stock [Member]

Sarcos Corp and Subsidiaries | Series C Preferred Stock [Member]

Sarcos Corp and Subsidiaries | Common Class B [Member]

Total stockholders’ equity

$ 8

$ 7

[1]

Included up to 900,000 shares of Class B common stock that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised (see Note 5). On January 14, 2021, the Company effected a stock dividend of 0.2 shares of Class B common stock for each outstanding share of Class B common stock, resulting in an aggregate of 6,900,000 shares outstanding (see Note 5). All share and per-share amounts have been retroactively restated to reflect the stock dividend.

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)
$ in Thousands

Jun. 30, 2021

Dec. 31, 2020

Preferred stock, par value

$ 0.0001

1,000,000

Subject to possible redemption, share

27,600,000

Common Class A [Member]

$ 0.0001

70,000,000

Common Class B [Member]

$ 0.0001

12,500,000

6,900,000

6,900,000

Sarcos Corp and Subsidiaries | Previously Reported

$ 0.001

Sarcos Corp and Subsidiaries | Convertible Preferred Stock [Member]

0.001

Preferred stock, par value

$ 0.001

12,112,012

^[1]

12,112,012

^[2]

12,112,012

^[2]

12,112,012

Sarcos Corp and Subsidiaries | Convertible Preferred Stock [Member] | Previously Reported

$ 85,773

^[1]

$ 85,773

^[2]

Preferred stock, par value

$ 0.001

Sarcos Corp and Subsidiaries | Series A Preferred Stock [Member]

5,421,446

5,421,446

5,421,446

Sarcos Corp and Subsidiaries | Series A Preferred Stock [Member] | Previously Reported

$ 15,723

5,421,446

5,421,446

5,421,446

Sarcos Corp and Subsidiaries | Series B Preferred Stock [Member]

$ 15,723

3,158,338

3,158,338

3,158,338

Sarcos Corp and Subsidiaries | Series B Preferred Stock [Member] | Previously Reported

$ 30,050

3,158,338

3,158,338

3,158,338

Sarcos Corp and Subsidiaries | Series C Preferred Stock [Member]

$ 30,050

3,532,228

3,532,228

3,532,228

Sarcos Corp and Subsidiaries | Series C Preferred Stock [Member] | Previously Reported

$ 40,000

3,532,228

3,532,228

3,532,228

Sarcos Corp and Subsidiaries | Common Class A [Member]

$ 40,000

25,990,765

176,445

171,645

Sarcos Corp and Subsidiaries | Common Class A [Member] | Previously Reported

176,445

171,645

25,990,765

171,645

Sarcos Corp and Subsidiaries | Common Class B [Member]

171,645

8,000,001

8,000,001

Sarcos Corp and Subsidiaries | Common Class B [Member] | Previously Reported

8,000,001

8,000,001

8,000,001

8,000,001

[1]

Based on the Company’s Amended and Restated Articles of Incorporation, dated as of January 5, 2020, liquidation preferences are calculated as the greater of the stated liquidation preference or common stock conversion price. As net assets available as of the balance sheet date would be unlikely to result in the payout of the full liquidation preference of $3.8573 to Series A Preferred stockholders, the Company considers the conversion price of $2.9002 to be appropriate in calculating the aggregate liquidation value

[2]

Based on the Company’s Amended and Restated Articles of Incorporation dated as of January 5, 2020, liquidation preferences are calculated as the greater of the stated liquidation preference or common stock conversion price. As net assets available as of the balance sheet date would be unlikely to result in the payout of the full liquidation preference of $3.8573 to Series A Preferred stockholders, the Company considers the conversion price of $2.9002 to be appropriate in calculating the aggregate liquidation value.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
$ in Thousands

3 Months Ended

4 Months Ended

6 Months Ended

12 Months Ended

Jun. 30, 2021

Jun. 30, 2020

Dec. 31, 2020

Jun. 30, 2021

Jun. 30, 2020

Dec. 31, 2020

Dec. 31, 2019

Operating expenses:

$ 1,787,623

$ 5,301,491

(14,001,087)

(5,047,405)

Net loss attributable to common stockholders

(14,001,087)

$ (1,450)

(5,047,405)

Net loss per share attributable to common stockholders:

Weighted-average shares used in computing net loss per share attributable to common stockholders

$ 0.00

Formation and operating costs

27,432,558

6,000,000

^[1]

22,803,959

$ 1,787,623

$ 1,450

$ 5,301,491

27,432,558

6,000,000

^[1]

22,803,959

$ 0.00

Change in fair value of warrant liability

$ (1,787,623)

$ (5,301,491)

Other (expense) income:

(12,220,600)

3,792,600

Loss on initial issuance of private warrants

(2,980,700)

Transaction costs associated with IPO

(603,941)

Interest earned on investments held in Trust Account

4,721

Unrealized gain on investments held in Trust Account

2,415

41,406

Other (expense) income, net

(12,213,464)

254,086

Non-redeemable common stock

$ (14,001,087)

$ (5,047,405)

Net loss per share attributable to common stockholders:

Weighted-average shares used in computing net loss per share attributable to common stockholders

$ (1.98)

$ (0.59)

7,067,442

8,546,870

7,067,442

8,546,870

$ (1.98)

$ (0.59)

General and administrative

Revenue, net

$ 1,143

$ 1,708

$ 2,942

$ 3,882

$ 8,813

$ 10,150

Operating expenses:

Cost of revenue

676

1,083

1,878

2,493

5,602

5,746

Research and development

4,054

3,340

6,869

6,642

14,117

12,904

2,921

1,924

5,235

3,706

7,297

7,510

Sales and marketing

1,163

593

1,819

1,285

2,796

2,338

Total operating expenses

8,814

6,940

15,801

14,126

29,812

28,498

(7,671)

(5,232)

(12,859)

(10,244)

(20,999)

(18,348)

Interest income, net

(13)

(23)

305

Other income, net

Provision for income taxes

(5,262)

(5,205)

(10,460)

(10,156)

(20,925)

(18,039)

Net loss attributable to common stockholders

(5,263)

(5,205)

(10,461)

(10,156)

(20,926)

(18,040)

$ (5,263)

$ (5,205)

$ (10,461)

$ (10,156)

$ (20,926)

$ (18,040)

Net loss per share attributable to common stockholders:

Weighted-average shares used in computing net loss per share attributable to common stockholders

$ (0.64)

$ (0.67)

$ (1.27)

$ (1.33)

$ (2.65)

$ (2.62)

Gain on forgiveness of notes payable

8,176,446

7,787,060

8,176,001

7,657,025

7,887,760

6,896,258

$ 2,394

$ 0

Provision for income taxes

$ 1

$ 0

$ 1

$ 0

$ 1

8,176,446

7,787,060

8,176,001

7,657,025

7,887,760

6,896,258

$ (0.64)

$ (0.67)

$ (1.27)

$ (1.33)

$ (2.65)

$ (2.62)

$ 7,671

$ 5,232

$ 12,859

$ 10,244

$ 20,999

$ 18,348

Other (expense) income:

Beginning balance at Dec. 31, 2018

$ (5,262)

$ (5,205)

$ (10,460)

$ (10,156)

$ (20,925)

$ (18,039)

[1]

Excluded up to 900,000 shares of Class B common stock that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised (see Note 5). On January 14, 2021, the Company effected a stock dividend of 0.2 shares of Class B common stock for each outstanding share of Class B common stock, resulting in an aggregate of 6,900,000 shares outstanding (see Note 5). All share and per-share amounts have been retroactively restated to reflect the stock dividend.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($)

Total

Additional Paid-In Capital [Member]

Accumulated (Deficit) [Member]

Common Class A [Member]

Common Stock

Common Class B [Member]

Common Stock

Sarcos Corp and Subsidiaries

Previously Reported

Sarcos Corp and Subsidiaries

Additional Paid-In Capital [Member]

Sarcos Corp and Subsidiaries

Accumulated (Deficit) [Member]

Sarcos Corp and Subsidiaries

Non-Controlling Interest [Member]

Sarcos Corp and Subsidiaries

Series A [Member]

Sarcos Corp and Subsidiaries

Series B [Member]

Sarcos Corp and Subsidiaries

Series C [Member]

Sarcos Corp and Subsidiaries

Common Class A [Member]

Sarcos Corp and Subsidiaries

Common Class B [Member]

$ 26,735,000

$ 51,741,000

$ (25,017,000)

$ (3,000)

$ 6,000

Temporary equity beginning balance (in Shares) at Dec. 31, 2018

5,421,446

3,158,338

Temporary equity beginning balance at Dec. 31, 2018

$ 5,000

$ 3,000

Beginning balance (in Shares) at Dec. 31, 2018

104,250

6,250,001

2,662,000

Vesting of founder shares subject to repurchase (in Shares)

100,000

99,000

$ 1,000

1,000,000

$ 16,000

16,000

5,286

Ending balance at Dec. 31, 2019

$ (18,040,000)

(18,040,000)

11,473,000

$ 11,473,000

54,518,000

(43,057,000)

(3,000)

$ 7,000

Temporary equity ending balance (in Shares) at Dec. 31, 2019

5,421,446

3,158,338

Temporary equity ending balance at Dec. 31, 2019

$ 5,000

$ 3,000

Ending balance (in Shares) at Dec. 31, 2019

109,536

7,250,001

Beginning balance (in Shares) at Dec. 31, 2018

2,662,000

104,250

6,250,001

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Balance — December 31, 2020 at Dec. 31, 2019

(18,040,000)

$ (275,000)

$ (17,765,000)

11,476,000

Ending balance (in Shares) at Dec. 31, 2019

109,536

7,250,001

Balance — December 31, 2020 at Dec. 31, 2019

11,476,000

Issuance of convertible preferred stock, net of issuance costs

683,000

38,647,000

38,643,000

$ 4,000

Issuance of convertible preferred stock, net of issuance costs, shares

3,532,228

Vesting of founder shares subject to repurchase (in Shares)

25,000

250,000

5,000

7,205

Ending balance at Mar. 31, 2020

(4,951,000)

47,102,000

95,094,000

(48,008,000)

(3,000)

$ 7,000

Temporary equity ending balance (in Shares) at Mar. 31, 2020

5,421,446

3,158,338

3,532,228

Temporary equity ending balance at Mar. 31, 2020

$ 5,000

$ 3,000

$ 4,000

Ending balance (in Shares) at Mar. 31, 2020

116,741

7,500,001

Issuance of common stock warrants

1,220,000

683,000

Ending balance (in Shares) at Mar. 31, 2020

109,536

7,250,001

116,741

7,500,001

Balance — August 27, 2020 (inception) at Dec. 31, 2019

11,476,000

Beginning balance at Dec. 31, 2019

11,473,000

54,518,000

(43,057,000)

(3,000)

$ 7,000

Temporary equity beginning balance (in Shares) at Dec. 31, 2019

5,421,446

3,158,338

Temporary equity beginning balance at Dec. 31, 2019

$ 5,000

$ 3,000

109,536

7,250,001

Ending balance at Jun. 30, 2020

$ 1,012

42,680,000

95,877,000

(53,213,000)

(3,000)

$ 7,000

Temporary equity ending balance (in Shares) at Jun. 30, 2020

5,421,446

3,158,338

3,532,228

Temporary equity ending balance at Jun. 30, 2020

$ 5,000

$ 3,000

$ 4,000

141,636

7,750,001

Balance — August 27, 2020 (inception) at Dec. 31, 2019

$ 1,012

11,476,000

Increase (Decrease) in Stockholders' Equity [Roll Forward]

109,536

7,250,001

(10,156,000)

$ (156,000)

$ (10,000,000)

Balance — August 27, 2020 (inception) at Dec. 31, 2019

141,636

7,750,001

11,476,000

Beginning balance at Dec. 31, 2019

11,473,000

54,518,000

(43,057,000)

(3,000)

$ 7,000

Temporary equity beginning balance (in Shares) at Dec. 31, 2019

5,421,446

3,158,338

Temporary equity beginning balance at Dec. 31, 2019

$ 5,000

$ 3,000

109,536

7,250,001

Issuance of convertible preferred stock, net of issuance costs

2,291,000

38,647,000

38,643,000

$ 4,000

Issuance of convertible preferred stock, net of issuance costs, shares

3,532,228

Vesting of founder shares subject to repurchase (in Shares)

75,000

74,000

$ 1,000

750,000

$ 124,000

124,000

62,109

Ending balance at Dec. 31, 2020

$ (20,926,000)

(20,926,000)

32,904,000

96,870,000

(63,983,000)

(3,000)

$ 8,000

Temporary equity ending balance (in Shares) at Dec. 31, 2020

5,421,446

3,158,338

3,532,228

Temporary equity ending balance at Dec. 31, 2020

$ 5,000

$ 3,000

$ 4,000

Issuance of common stock warrants

6,900,000

^[1]

6,900,000

171,645

8,000,001

1,220,000

Balance — August 27, 2020 (inception) at Dec. 31, 2019

2,291,000

11,476,000

Increase (Decrease) in Stockholders' Equity [Roll Forward]

109,536

7,250,001

(20,926,000)

$ (369,000)

$ (20,557,000)

$ 23,550,000

$ 24,310,000

$ (1,450,000)

$ 690,000

32,907,000

Balance — August 27, 2020 (inception) at Dec. 31, 2019

6,900,000

^[1]

6,900,000

171,645

8,000,001

11,476,000

Beginning balance at Mar. 31, 2020

23,550,000

24,310,000

(1,450,000)

$ 690,000

32,907,000

47,102,000

95,094,000

(48,008,000)

(3,000)

$ 7,000

Temporary equity beginning balance (in Shares) at Mar. 31, 2020

5,421,446

3,158,338

3,532,228

Temporary equity beginning balance at Mar. 31, 2020

$ 5,000

$ 3,000

$ 4,000

Beginning balance (in Shares) at Mar. 31, 2020

116,741

7,500,001

705,000

$ 506

Vesting of founder shares subject to repurchase (in Shares)

25,000

250,000

53,000

24,895

Ending balance at Jun. 30, 2020

(5,205,000)

42,680,000

95,877,000

(53,213,000)

(3,000)

$ 7,000

Temporary equity ending balance (in Shares) at Jun. 30, 2020

5,421,446

3,158,338

3,532,228

Temporary equity ending balance at Jun. 30, 2020

$ 5,000

$ 3,000

$ 4,000

141,636

7,750,001

Beginning balance (in Shares) at Mar. 31, 2020

705,000

$ 506

116,741

7,500,001

Increase (Decrease) in Stockholders' Equity [Roll Forward]

(5,205,000)

$ (83,000)

$ (5,122,000)

Beginning balance (in Shares) at Aug. 26, 2020

141,636

7,750,001

^[1]

Ending balance at Dec. 31, 2020

32,904,000

96,870,000

(63,983,000)

(3,000)

$ 8,000

Temporary equity ending balance (in Shares) at Dec. 31, 2020

5,421,446

3,158,338

3,532,228

Temporary equity ending balance at Dec. 31, 2020

$ 5,000

$ 3,000

$ 4,000

Balance — August 27, 2020 (inception) at Aug. 26, 2020

6,900,000

^[1]

6,900,000

171,645

8,000,001

$ 0

Beginning balance (in Shares) at Aug. 26, 2020

^[1]

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Issuance of Class B common stock to Sponsor (1)

^[1]

25,000,000

24,310,000

$ 690,000

Issuance of Class B common stock to Sponsor (in Shares)

^[1]

6,900,000

(1,450,000)

23,550,000

24,310,000

(1,450,000)

$ 690,000

32,907,000

Balance — August 27, 2020 (inception) at Aug. 26, 2020

6,900,000

^[1]

6,900,000

171,645

8,000,001

$ 0

23,550,000

24,310,000

(1,450,000)

$ 690,000

32,907,000

173,000

20,000

4,800

Ending balance at Mar. 31, 2021

8,953,682,000

(5,198,000)

27,699,000

96,860,000

(69,181,000)

$ 8,000

Temporary equity ending balance (in Shares) at Mar. 31, 2021

5,421,446

3,158,338

3,532,228

Temporary equity ending balance at Mar. 31, 2021

$ 5,000

$ 3,000

$ 4,000

Ending balance (in Shares) at Mar. 31, 2021

3,047,437

6,900,000

176,445

8,000,001

Purchase of non-controlling interest

(200,000)

(203,000)

3,000

Beginning balance (in Shares) at Dec. 31, 2020

173,000

6,900,000

^[1]

6,900,000

171,645

8,000,001

Balance — December 31, 2020 at Mar. 31, 2021

5,000,002,000

4,999,007,000

$ 305,000

$ 690,000

Ending balance (in Shares) at Mar. 31, 2021

3,047,437

6,900,000

176,445

8,000,001

Balance — August 27, 2020 (inception) at Dec. 31, 2020

23,550,000

24,310,000

(1,450,000)

$ 690,000

32,907,000

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Sale of 27,600,000 Units, net of underwriting discounts, fair value of public warrant liability and offering expenses

241,583,086,000

241,580,326,000

$ 2,760,000

Sale of 27,600,000 Units, net of underwriting discounts, fair value of public warrant liability and offering expenses (in Shares)

27,600,000

Common stock subject to possible redemption

(245,560,316,000)

(241,604,636,000)

(3,953,225,000)

$ (2,455,000)

Common stock subject to possible redemption (in Shares)

(24,552,563)

Balance — December 31, 2020 at Mar. 31, 2021

5,000,002,000

4,999,007,000

$ 305,000

$ 690,000

Beginning balance at Dec. 31, 2020

$ 32,904,000

32,904,000

96,870,000

(63,983,000)

$ (3,000)

$ 8,000

Temporary equity beginning balance (in Shares) at Dec. 31, 2020

5,421,446

3,158,338

3,532,228

Temporary equity beginning balance at Dec. 31, 2020

$ 5,000

$ 3,000

$ 4,000

Beginning balance (in Shares) at Dec. 31, 2020

6,900,000

^[1]

6,900,000

171,645

8,000,001

Issuance of convertible preferred stock, net of issuance costs

$ 0

^[2]

$ 15,531,000

$ 29,993,000

$ 39,867,000

Ending balance at Jun. 30, 2021

4,800

$ 22,655,000

97,079,000

(74,444,000)

$ 8,000

Temporary equity ending balance (in Shares) at Jun. 30, 2021

5,421,446

3,158,338

3,532,228

Temporary equity ending balance at Jun. 30, 2021

276,000,000,000

$ 5,000

$ 3,000

$ 4,000

6,900,000

176,445

8,000,001

Balance — August 27, 2020 (inception) at Dec. 31, 2020

$ 0

23,550,000

24,310,000

(1,450,000)

$ 690,000

32,907,000

Beginning balance (in Shares) at Dec. 31, 2020

6,900,000

^[1]

6,900,000

171,645

8,000,001

Increase (Decrease) in Stockholders' Equity [Roll Forward]

(5,047,405,000)

(10,461,000)

$ (224,000)

$ (10,194,000)

(39,440,769,000)

24,310,000

(39,465,769,000)

$ 690,000

22,655,000

Balance — August 27, 2020 (inception) at Dec. 31, 2020

6,900,000

176,445

8,000,001

23,550,000

24,310,000

(1,450,000)

$ 690,000

32,907,000

$ 32,907,000

Beginning balance at Mar. 31, 2021

(39,440,769,000)

24,310,000

(39,465,769,000)

$ 690,000

22,655,000

27,699,000

96,860,000

(69,181,000)

$ 8,000

Temporary equity beginning balance (in Shares) at Mar. 31, 2021

5,421,446

3,158,338

3,532,228

Temporary equity beginning balance at Mar. 31, 2021

$ 5,000

$ 3,000

$ 4,000

Beginning balance (in Shares) at Mar. 31, 2021

3,047,437

6,900,000

176,445

8,000,001

219,000

$ 0

Ending balance at Jun. 30, 2021

(14,001,087,000)

(5,263,000)

22,655,000

97,079,000

$ (74,444,000)

$ 8,000

Temporary equity ending balance (in Shares) at Jun. 30, 2021

5,421,446

3,158,338

3,532,228

Temporary equity ending balance at Jun. 30, 2021

276,000,000,000

$ 5,000

$ 3,000

$ 4,000

6,900,000

176,445

8,000,001

Balance — August 27, 2020 (inception) at Mar. 31, 2021

219,000

$ 219,000

$ 0

5,000,002,000

4,999,007,000

$ 305,000

$ 690,000

Beginning balance (in Shares) at Mar. 31, 2021

3,047,437

6,900,000

176,445

8,000,001

Increase (Decrease) in Stockholders' Equity [Roll Forward]

(14,001,087,000)

(5,263,000)

$ (113,000)

$ (5,107,000)

(39,440,769,000)

24,310,000

(39,465,769,000)

$ 690,000

22,655,000

Balance — August 27, 2020 (inception) at Mar. 31, 2021

6,900,000

176,445

8,000,001

5,000,002,000

4,999,007,000

$ 305,000

$ 690,000

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Change in value of common stock subject to possible redemption

(30,439,684,000)

24,310,000

(30,463,689,000)

$ (305,000)

Change in value of common stock subject to possible redemption (in Shares)

(3,047,437)

Summaryof Significant Accounting Policies Details [Line Items]

$ (39,440,769,000)

$ 24,310,000

$ (39,465,769,000)

$ 690,000

$ 22,655,000

[1]

[2]

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended	4 Months Ended	6 Months Ended		12 Months Ended
	Jun. 30, 2021	Dec. 31, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Net loss	$ (14,001,087)	$ (1,450)	$ (5,047,405)
Adjustments to reconcile net loss to cash used in operating activities:
Prepaid expenses and other current assets			(434,272)
Accrued liabilities		1,450	4,053,156
Change in fair value of warrant liability			(3,792,600)
Loss on initial issuance of private warrants			2,980,700
Transaction costs associated with initial public offering			603,941
Interest earned on investments held in Trust Account			(4,721)
Unrealized gain on investments held in Trust Account			(41,406)
Changes in operating assets and liabilities:
Net cash used in operating activities			(1,682,607)
Cash flows from investing activities:
Net cash used in investing activities			(276,000,000)
Proceeds from promissory note — related party		105,336	275,019
Payment of offering costs		(105,336)	(217,755)
Proceeds from sale of Units, net of underwriting discounts paid			270,480,000
Proceeds from sale of Private Placements Warrants			7,270,000
Repayment of promissory note - related party			(110,119)
Net cash provided by financing activities			277,697,145
Net Change in Cash			14,538
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period	14,538		14,538
Net cash provided by financing activities			277,697,145
Investment of cash into Trust Account			(276,000,000)
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period	14,538		14,538
Supplemental disclosures of cash flow information
Deferred offering costs included in accrued offering costs		7,000
Payment of deferred offering costs by the Sponsor in exchange for the issuance of Class B common stock		25,000
Initial classification of Class A common stock subject to possible redemption			233,021,970
Change in value of Class A common stock subject to possible redemption			42,978,030
Offering costs included in accrued offering costs			35,000
Deferred underwriting fee payable	9,660,000		9,660,000
Net Change in Cash			14,538
Cash flows from financing activities:
Net cash provided by financing activities			277,697,145
Sarcos Corp and Subsidiaries
Net loss	(5,263)		(10,461)	$ (10,156)	(20,926)	$ (18,040)
Adjustments to reconcile net loss to cash used in operating activities:
Stock-based compensation			392	1,386	2,291	2,662
Depreciation and amortization			219	222	458	297
Accounts receivable			665	171	(135)	(503)
Unbilled receivable					649	(648)
Contract assets					102	(222)
Inventories			(551)	245	441	(432)
Prepaid expenses and other current assets			(655)	26	(246)	(107)
Other non-current assets				(21)	(163)
Accounts payable			1,044	(336)	(320)	620
Accrued liabilities			455	24	592	128
Deferred revenue			(52)		(143)	200
Other non-current liabilities					518	3
Unbilled receivable			(104)	612
Deferred transactions costs			(2,706)
Other liabilities			529	222
Changes in operating assets and liabilities:
Net cash used in operating activities			(13,660)	(7,605)	(16,882)	(16,042)
Gain on forgiveness of notes payable			(2,394)
Cash flows from investing activities:
Purchases of property and equipment			(2,282)	(342)	(950)	(639)
Net cash used in investing activities			(2,282)	(342)	(950)	(639)
Net cash provided by financing activities			1,818	42,317	42,301	16
Cash and cash equivalents at beginning of period			33,664	9,195	9,195	25,860
Cash and cash equivalents at end of period	19,540	33,664	19,540	43,565	33,664	9,195
Proceeds from issuance of convertible preferred stock, net of issuance costs				39,867	39,867
Proceeds from exercise of stock options			20	58	124	16
Proceeds from notes payable			2,000	2,394	2,394
Payment of obligations under capital leases			(2)	(2)	(84)
Net cash provided by financing activities			1,818	42,317	42,301	16
Purchase of non-controlling interest			(200)
Net increase (decrease) in cash and cash equivalents			(14,124)	34,370	24,469	(16,665)
Cash and cash equivalents at beginning of period			33,664	9,195	9,195	25,860
Cash and cash equivalents at end of period	$ 19,540	$ 33,664	19,540	43,565	33,664	9,195
Supplemental disclosures of cash flow information
Cash paid for interest			1	1	1
Cash paid for income taxes			2		1	1
Issuance of common stock warrants				1,220	1,220
Purchase of property and equipment included in accounts payable at period-end			5	5	28	83
Purchase of property and equipment under capital leases				19	303
Vesting of founder shares subject to repurchase				50	75	100
Leasehold improvements paid by lessor			961
Cash paid for income taxes			2		1	1
Cash flows from financing activities:
Net cash provided by financing activities			$ 1,818	$ 42,317	$ 42,301	$ 16

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical)	3 Months Ended
	Mar. 31, 2021 shares
Statement Of Stockholders Equity [Abstract]
Sale of Units, net of underwriting discounts, fair value of warrant liability and offering expenses	27,600,000

Basis of Presentation and Summary of Significant Accounting Policies

4 Months Ended

6 Months Ended

12 Months Ended

Dec. 31, 2020

Jun. 30, 2021

Dec. 31, 2020

Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC.

Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited Condensed Consolidated Financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited Condensed Consolidated Financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on January 26, 2021, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on January 26, 2021 and the Company’s Current Report on 8-KA, as filed with the SEC on May 14, 2021. The interim results for the three and six months ended June 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods.

Summaryof Significant Accounting Policies Details [Line Items]

Basis of Presentation and Summary of Significant Accounting Policies

SARCOS CORP. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

1. Basis of Presentation and Summary of Significant Accounting Policies

Description of the business

Sarcos Corp. and its wholly owned subsidiaries, Sarcos LC, Rememdia LC, and ZeptoVision, Inc. (the “Company” or “Sarcos” or “We” or “Our”), design and produce dexterous robotic systems for military and public safety applications. Sarcos also develops and deploys teleoperated robots to perform dangerous and complex tasks in areas where human safety is at risk. The Company was founded on February 5, 2015, is incorporated and headquartered in Salt Lake City, Utah and has offices located in California, Colorado, Massachusetts, Oregon, Texas and Washington.

On April 5, 2021, the Company entered into a definitive agreement to merge with Rotor Acquisition Corp. (“Rotor”), pursuant to which the Company will merge with Rotor’s wholly-owned subsidiary, Rotor Merger Sub Corp., with Sarcos surviving the merger as a wholly-owned subsidiary of Rotor.

Basis of Presentation and Consolidation

The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S.A. (“GAAP”).

The condensed consolidated financial statements as of June 30, 2021 are unaudited. The condensed consolidated balance sheet as of December 31, 2020, included herein was derived from the audited consolidated financial statements as of that date. Certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. As such, the information included herein should be read in conjunction with the consolidated financial statements and accompanying notes as of and for the year ended December 31, 2020.

The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The Company’s fiscal year begins on January 1 and ends on December 31.

In the opinion of the Company’s management, the unaudited condensed consolidated financial statements include all adjustments necessary for the fair presentation of the Company’s balance sheet as of June 30, 2021, the results of operations, including its comprehensive loss, and stockholders’ equity for the three and six months ended June 30, 2021 and 2020, and the statement of cash flows for the six months ended June 30, 2021 and 2020. All adjustments are of a normal recurring nature. The results for the three and six months ended June 30, 2021 are not necessarily indicative of the results to be expected for any subsequent quarter or for the fiscal year ending December 31, 2021.

Summary of Significant Accounting Policies

There have been no changes to the Company’s significant accounting policies described in the annual consolidated financial statements for the year ended December 31, 2020 that have had a material impact on the Company’s consolidated financial statements and related notes.

In March 2020, the World Health Organization declared the outbreak of COVID-19 a pandemic. Modifications continue to be made to our normal operations because of the COVID-19 pandemic and we continue to monitor our operations and government recommendations. Travel restrictions and capacity limits at customer locations imposed in response to the COVID-19 pandemic continue to cause delays in the assessment and deployment of our products. Although it is widely expected that the impact of the pandemic will subside over time, we cannot predict the future extent or duration of the impact that the COVID-19 pandemic will have on our financial condition and operations. The impact of the COVID-19 pandemic on our financial performance will depend on future developments, including the duration and spread of the outbreak and related governmental advisories and restrictions. If the financial markets

and/or the overall economy continue to be impacted for an extended period, Sarcos operations and financial results may be adversely affected.

Liquidity and Capital Resources

Cash and cash equivalents were $19,540 as of June 30, 2021, compared to $33,664 as of December 31, 2020. The Company has historically incurred losses and negative cash flows from operations. As of June 30, 2021, the Company also had an accumulated deficit of approximately $74,444 and working capital of $21,807. During the six months ended June 30, 2021, the Company received $2,000 from the US Government under the Paycheck Protection Plan Loan (“PPPL”). The Company has used these proceeds to fund qualified expenses as defined within the PPPL agreement.

As of the date of this report, the Company’s existing cash resources are sufficient to support planned operations for the next 12 months from the date of the issuance of the condensed consolidated financial statements.

These financial statements have been prepared in accordance with GAAP and this basis assumes that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company’s main sources of liquidity were cash generated by equity offerings and debt. The Company’s primary use of cash is for operations and administrative activities including employee-related expenses, and general, operating and overhead expenses. Future capital requirements will depend on many factors, including the Company’s customer growth rate, customer retention, timing and extent of development efforts, the expansion of sales and marketing activities, the introduction of new and enhanced product offerings and the continuing market acceptance of the Company’s products.

The Company considers that there are no conditions or events in the aggregate, including the impact of the COVID-19 pandemic, that raise substantial doubt about the entity’s ability to continue as a going concern for a period of at least one year from the date the condensed consolidated financial statements are issued.

Revenue Recognition

The Company recognizes revenue from the sale of its robot products and from its contractual arrangements to perform research and development services that are fully funded by the customer. The Company recognizes revenue when promised goods or services are transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services by following a five-step process:

1) Identify the contract with a customer: A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights and obligations regarding the products and services to be transferred and identifies the payment terms related to these products and services, (ii) the contract has commercial substance and, (iii) the Company determines that collection of substantially all consideration for products and services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. Contract modifications may include changes in scope of work, and/or the period of completion of the project. The Company analyzes contract modifications to determine if they should be accounted for as a modification to an existing contract or a new stand-alone contract.

2) Identify the performance obligations in the contract: The Company enters into contracts that can include combinations of products and services, which are either capable of being distinct and accounted for as separate performance obligations or as one performance obligation, if the majority of tasks and services form a single project or capability. However, determining whether products or services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment.

customers’ discretion. Additionally, the Company does not adjust the promised amount of consideration for the effects of a significant financing component if the Company expects, at contract inception, that the period between when the entity transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less. Taxes collected from customers and remitted to governmental authorities are not included in revenue.

4) Allocate the transaction price to performance obligations in the contract: Once the Company has determined the transaction price, the total transaction price is allocated to each performance obligation in a manner depicting the amount of consideration to which the Company expects to be entitled in exchange for transferring the good(s) or service(s) to the customer. If applicable, the Company allocates the transaction price to each performance obligation identified in the contract on a relative standalone selling price basis. The standalone selling price represents the amount we would sell the good(s) or service(s) to a customer on a standalone basis. For the government contracts, the Company uses expected cost plus a margin as standalone selling price. Because our contract pricing with the government customer is based on expected cost plus margin the standalone selling price of the good(s) or service(s) in our contracts with the government customer are typically equal to the selling price stated in the contract. When we sell standard good(s) or service(s) with observable standalone sale transaction, the observable standalone sales transactions are used to determine the standalone selling price.

5) Recognize revenue when or as the Company satisfies a performance obligation: For each performance obligation identified, we determine at contract inception whether we satisfy the performance obligation over time or at a point in time. Revenue is recognized over time as work progresses when the Company is entitled to the reimbursement of costs plus a reasonable profit for work performed for which the Company has no alternate use. For these performance obligations that are satisfied over time, the Company generally recognizes revenue using an input method with revenue amounts being recognized proportionately as costs are incurred relative to the total expected costs to satisfy the performance obligation. The Company believes that costs incurred as a portion of total estimated costs is an appropriate measure of progress towards satisfaction of the performance obligation since this measure reasonably depicts the progress of the work effort. Revenue for performance obligations that are not recognized over time are recognized at the point in time when control transfers to the customer (which is generally upon delivery). For performance obligations that are satisfied at a point in time, the Company evaluates the point in time when the customer can direct the use of, and obtain the benefits from, the products and services. Shipping and handling costs are recorded at the time of product shipment to the customer and are included within revenue.

Revenues from Contracts with Customers

The Company derives its revenue primarily from sale of research and development services in the development of its robots and robot products. The research and development services revenue includes revenue from providing services through different types of arrangements, including cost-type contracts and fixed-price contracts. Revenue from the sales of robot products includes sales of the Company’s Guardian S and Guardian Heavy-Lift System (“HLS”) products.

Research and Development Services

Cost-type contracts – Research and development service contracts, including cost-plus-fixed-fee and time and material contracts, relate primarily to the development of technology in the areas of robotics or counter-unmanned aircraft systems. Cost-type contracts are generally entered into with the U.S. government. These contracts are billed at cost plus a margin as defined by the contract and Federal Acquisition Regulation (“FAR”). The FAR establishes regulations around procurement by the government and provides guidance on the types of costs that are allowable in establishing prices for goods and services delivered under government contracts. Revenue on cost-type contracts is recognized over time as goods and services are provided.

Fixed-price contracts – Fixed-price development contracts relate primarily to the development of technology in the area of robotics. Fixed-price development contracts generally require a significant service of integrating a complex set of tasks and components into a single deliverable. Revenue on fixed-price contracts is generally recognized over time as goods and services are provided. To the extent our actual costs vary from the fixed fee, we will generate more or less profit or could incur a loss. In accordance with Accounting Standards Codification 606, for fixed price contracts, the Company will recognize losses at the contract level in earnings in the period in which they are incurred.

Robotic Product Sales

Robotic product revenues relate to sales of the Company’s Guardian S, Guardian HLS products, and certain miscellaneous parts or accessories. The Company provides a standard one-year warranty on product sales. Product warranties are considered assurance-type warranties and are not considered to be separate performance obligations. Revenue on product sales is recognized at a point in time when goods are shipped to the customer. At the time revenue is recognized, an accrual is established for estimated warranty expenses based on historical experience as well as anticipated product performance.

The revenue recognized for Research and Development Services and Robotic Product Sales were as follows:

	For the three months ended June 30				For the six months ended June 30
	2021		2020		2021		2020
Research and Development Services	$	1,030	$	1,402	$	2,630	$	3,434
Robotic Product		113		306		312		448
Total Revenue	$	1,143	$	1,708	$	2,942	$	3,882

Contract Balances

The timing of revenue recognition, billing, and cash collection results in the recognition of accounts receivable, unbilled receivables, contract assets, and contract liabilities in the Condensed Consolidated Balance Sheet.

Contract liabilities, discussed below, are also referenced as “deferred revenue” on the condensed consolidated financial statements and related disclosures. Cash received that is in excess of revenues recognized and are contingent upon the satisfaction of performance obligations are accounted for as deferred revenue.

Contract assets include unbilled amounts resulting from contracts in which revenue is recognized over time, revenue recognized exceeds the amount billed, and right to payment is not only subject to the passage of time and further performance.

The opening and closing balances of our accounts receivable, unbilled receivables, contract assets and deferred revenues are as follows:

	Accounts receivable			Unbilled receivable			Contract assets (current)			Contract assets (long-term)			Deferred revenue (current)
Opening Balance as of December 31, 2019	$	916		$	868		$	195		$	110		$	200
Increase/(decrease), net		135			(649	)		(102	)		(17	)		(143	)
Ending Balance as of December 31, 2020		1,051			219			93			93			57
Increase/(decrease), net		(665	)		104			128			(57	)		(52	)
Ending Balance as of June 30, 2021	$	386		$	323		$	221		$	36		$	5

The Company recorded its Current contract assets, Long-term contract assets and Current deferred revenue within Other assets, other non-current assets and other current liabilities, respectively.

Remaining performance obligations

As of June 30, 2021, the Company had backlog, or revenue related to remaining performance obligations, of $1,484. We expect approximately 53% of this backlog to be recognized in 2021 and the remainder to be recognized in 2022.

Recently Issued Accounting Standard Pronouncements

period under the JOBS Act until such time as the Company is no longer considered to be an EGC. The adoption dates discussed below reflect this election.

In June 2016, the FASB Issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The new standard requires financial assets measured at amortized cost be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The standard will be effective for the Company beginning January 1, 2023, with early application permitted. The Company is evaluating the impact of adopting this new accounting guidance on its condensed consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02 regarding ASC 842 Leases. The amendments in this guidance require balance sheet recognition of lease assets and lease liabilities by lessees for leases classified as operating leases, with an optional policy election to not recognize lease assets and lease liabilities for leases with a term of 12 months or less. The amendments also require new disclosures, including qualitative and quantitative requirements, providing additional information about the amounts recorded in the consolidated financial statements. The amendments require a modified retrospective approach with optional practical expedients. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements. ASU 2018-11 provides entities another option for transition, allowing entities to not apply the new standard in the comparative periods they present in their consolidated financial statements in the year of adoption. In June 2020, the FASB Issued ASU 2020-05, Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Effective Dates for Certain Entities (“ASU 2020-05”). The update defers the initial effective date of ASU 2016-02 by one year for private companies and private non-for-profits. For these entities, the effective date is for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The Company is evaluating the impact of adopting this new accounting guidance on its condensed consolidated financial statements.

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 is intended to simplify the accounting for income taxes by removing certain exceptions to the general principles and to simplify areas such as franchise taxes, step up in tax basis goodwill, separate entity financial statements and interim recognition of enactment of tax laws or rate changes. The ASU is effective for the Company beginning January 1, 2022. The Company is currently evaluating the impact of adopting this standard on its condensed consolidated financial statements.

1. Basis of Presentation and Summary of Significant Accounting Policies

Description of the business

Sarcos Corp. and its wholly owned subsidiaries, Sarcos LC and Rememdia LC, as well as its 79% majority-owned subsidiary, ZeptoVision, Inc. (the “Company” or “Sarcos” or “We” or “Our”), designs and produces dexterous robotic systems for military and public safety applications. Sarcos also develops and deploys teleoperated robots to perform dangerous and complex tasks in areas where human safety is at risk. The Company was founded on February 5, 2015, is incorporated and headquartered in Salt Lake City, Utah and has offices located in California, Colorado, Massachusetts, Oregon, Texas and Washington.

Basis of Presentation and Consolidation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S.A. (“GAAP”). The consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries and majority owned subsidiary. All intercompany accounts and transactions have been eliminated in consolidation. The Company’s fiscal year begins on January 1 and ends of December 31.

COVID-19 Pandemic

In March 2020, the World Health Organization declared the outbreak of COVID-19 a pandemic. We have made modifications to our normal operations because of the COVID-19 pandemic and continue to monitor our operations and government recommendations. To date, travel restrictions and capacity limits at customer locations imposed in response to the COVID-19 pandemic have caused delays in the assessment and deployment of our products. The pandemic has also caused delays in the planned demonstration services of our products, and as a result, certain related assets have been impaired. We cannot predict the future extent or duration of the impact that the COVID-19 pandemic will have on our financial condition and operations. The impact of the COVID-19 pandemic on our financial performance will depend on future developments, including the duration and spread of the outbreak and related governmental advisories and restrictions. If the financial markets and/or the overall economy continue to be impacted for an extended period, Sarcos operations and financial results may be adversely affected.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the balance sheet date, as well as reported amounts of revenue and expenses during the reporting period. The Company's most significant estimates and judgments involve contract revenue recognized based on estimates of total contract costs and cost to complete uncompleted contracts, estimates of potential losses on uncompleted contracts, impairment evaluation of contract assets and property and equipment, useful lives of property and equipment, valuation allowance for net deferred income taxes, valuation of the Company's stock-based compensation and valuation of common stock, preferred stock, and warrants. Management bases its estimates on historical experience and on various other assumptions believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from those estimates.

Liquidity and Capital Resources

Cash and cash equivalents were $33,664 as of December 31, 2020, compared to $9,195 as of December 31, 2019. The Company has historically incurred losses and negative cash flows from operations. As of December 31, 2020, the Company also had an accumulated deficit of approximately $63,983 and working capital of $32,779. As of the date of this report, the Company’s existing cash resources are sufficient to support planned operations for the next 12 months from the date of the issuance of the consolidated financial statements.

The Company considers that there are no conditions or events in the aggregate, including impact of the COVID-19 pandemic, that raise substantial doubt about the entity’s ability to continue as a going concern for a period of at least one year from the date the consolidated financial statements are issued.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash, cash equivalents, accounts receivable and unbilled receivables. The Company's cash is placed with high-credit-quality financial institutions and issuers, and at times exceed federally insured limits. The Company limits its concentration of risk in cash equivalents by diversifying its investments in cash equivalents among a variety of industries and issuers. The Company has not experienced any losses relating to its cash equivalents.

The Company’s accounts receivable and unbilled receivables are derived from customers located in the United States. The Company performs periodic credit evaluations of its customers and maintains allowances. The Company does not require collateral.

Accounts receivable

As of December 31, 2020, five customers each accounted for more than 10% of the Company’s account receivable, which in total represented 97% of the accounts receivable as of the end of the year. As of December 31, 2019, two customers each accounted for more than 10% of the Company’s account receivable, which in total represented 73% of the accounts receivable.

Revenue

Three customers accounted for more than 10% of the Company’s revenue for each of the years ended December 31, 2020 and 2019. These concentrations accounted for 64% and 86% of the revenue for the years ended December 31, 2020 and 2019, respectively. The total amount of revenue for each such customer was as follows:

	2020		2019
Customer A	$	2,222	$	4,419
Customer B		2,156		—
Customer C		1,066		2,296
Customer D		—		2,018

Cash and Cash Equivalents

The Company considers cash as deposits held in bank accounts and undeposited funds. All highly liquid investments with an original maturity of three months or less at the time of purchase are considered to be cash equivalents. The Company’s cash equivalents are comprised of money market funds, certificates of deposit of major financial institutions, and U.S. Treasury bills.

Accounts Receivable

Receivables are recorded at the amount the Company expects to collect. Management determines the need for an allowance for doubtful receivables using a specific identification method after taking into account all of its remedies for collection. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. Recoveries of receivables previously written off

are recorded when payment is received as other income. Management determined no allowance for doubtful receivables was necessary as of December 31, 2020 and 2019. Receivables are comprised of amounts invoiced for completed contracts and contracts in progress. As of December 31, 2020, and 2019, no amounts have been written off or provided for recoverability.

Inventories

Inventories primarily consist of raw materials, work-in-process and finish goods. Inventories are stated at the lower of cost or estimated net realizable value. Costs are computed on the first-in, first-out basis (“FIFO”) and include material, labor and manufacturing overhead. Adjustments are also made to reduce the cost of inventory for estimated excess or obsolete balance by evaluating inventory against forecasted production requirements.

Property and Equipment

Property and equipment is carried at acquisition cost less accumulated depreciation. Depreciation is computed using the straight-line method based on the estimated useful lives of the related assets. The estimated useful lives by asset classification are generally as follows:

		Useful life
Robotics and manufacturing equipment		1 – 10 years
Computer equipment		3 years
Software		3 years
Furnitures and fixtures		3 years
Leasehold improvements		Lesser of the useful life or the remaining term of the lease

Expenditures for maintenance and repairs are expensed when incurred and betterments that extend the useful lives of property and equipment are capitalized. When assets are retired or disposed, the asset’s original cost and related accumulated depreciation are eliminated from the accounts and any gain or loss is reflected in the statements of operations.

Impairment of Property and Equipment

The Company evaluates on an annual basis, its property and equipment for indicators of possible impairment when events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Impairment exists if the carrying amounts of such assets exceed the estimates of future net undiscounted cash flows expected to be generated by such assets. No impairment loss was recognized during the years ended December 31, 2020 and 2019.

Revenue Recognition

Effective January 1, 2019, the Company adopted Accounting Standards Codification Topic 606 (“ASC 606”), “Revenue from Contracts with Customers”, using the full retrospective approach. There was no material impact to the Company’s consolidated financial statements as a result of this adoption. The reported results for the years ended December 31, 2020 and 2019 reflect the application of the new revenue standard, which replaced the existing revenue recognition guidance, ASC 605.

project. The Company analyzes contract modifications to determine if they should be accounted for as a modification to an existing contract or a new stand-alone contract.

3) Determine the transaction price: The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring services to the customer. Such amounts are typically stated in the customer contract and to the extent that the Company identifies variable consideration, the Company estimates the variable consideration at the onset of the arrangement as long as it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The Company’s current contracts do not include any significant financing components because the timing of the transfer of the underlying products and services under contract are at the customers’ discretion. Additionally, the Company does not adjust the promised amount of consideration for the effects of a significant financing component if the Company expects, at contract inception, that the period between when the entity transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less. Taxes collected from customers and remitted to governmental authorities are not included in revenue.

Revenues from Contracts with Customers

Research and Development Services

Fixed-price contracts – Fixed-price development contracts relate primarily to the development of technology in the area of robotics. Fixed-price development contracts generally require a significant service of integrating a complex set of tasks and components into a single deliverable. Revenue on fixed-price contracts is generally recognized over time as goods and services are provided. The Company has not experienced a loss on a fixed-price contract. To the extent our actual costs vary from the fixed fee, we will generate more or less profit or could incur a loss. In accordance with ASC 606, for the fixed price contracts, the Company will recognize losses at the contract level in earnings in the period in which they are incurred.

Robotic Product

Disaggregation of revenue

Revenue, disaggregated by type, is as follows:

	As of December 31,
	2020		2019
Research and Development Services	$	6,811	$	9,315
Robotic Product		2,002		835
Total Revenue	$	8,813	$	10,150

Information about Contract Balances

Contract liabilities, discussed below, are also referenced as “deferred revenue” on the consolidated financial statements and related disclosures. Cash received that is in excess of revenues recognized and are contingent upon the satisfaction of performance obligations are accounted for as deferred revenue.

The opening and closing balances of our accounts receivable, unbilled receivables, contract assets and deferred revenues are as follows:

	Accounts receivable		Unbilled receivable			Contract assets (current)			Contract assets (long- term)			Deferred revenue (current)
Opening Balance as of December 31, 2018	$	413	$	220		$	82		$	—		$	—
Increase		503		648			113			110			200
Opening Balance as of December 31, 2019		916		868			195			110			200
Increase/(decrease), net		135		(649	)		(102	)		(17	)		(143	)
Ending Balance as of December 31, 2020	$	1,051	$	219		$	93		$	93		$	57

Remaining performance obligations

As of December 31, 2020, the Company had backlog, or revenue related to remaining performance obligations, of $3,179. We expect approximately 81% of this backlog to be recognized in 2021 and the remainder to be recognized in 2022.

Research and Development Costs

Research and development expenses consist of costs incurred for experimentation, design, and testing that are expensed as incurred.

Sales and Marketing

The Company expenses advertising costs as incurred. Marketing costs include product demonstration, lead generation, public relations, market research and internal labor in the consolidated statements of operations. For the years ended December 31, 2020 and 2019, advertising costs were $1,555 and $1,140, respectively.

Stock-Based Compensation

The Company calculates the fair value of all stock-based awards, including stock options and restricted stock awards on the date of grant using the Black-Scholes option-pricing model for stock options, which is impacted by the fair value of the Company’s common stock, as well as changes in assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, the expected common stock price volatility over the term of the stock options, the expected term of the stock options, risk-free interest rates, and the expected dividend yield. The stock-based compensation expense is recognized using a straight-line basis over the requisite service periods of the awards, which is generally four years. The Company records forfeitures as they occur.

Upon the adoption of ASU 2018-07, the Company accounts for stock options issued to non-employees in the same manner as employees, as described above. See Recently Adopted Accounting Standard Pronouncements below for details of the adoption of ASU 2018-07.

Income Taxes

Income taxes are provided for the tax effects of transactions reported in the consolidated financial statements and consist of taxes currently due plus deferred income taxes related primarily to differences between the tax bases and financial reporting bases of assets and liabilities. The deferred income taxes represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. The Company determines its valuation allowance on deferred tax assets by considering both positive and negative evidence, including its operating results, ongoing tax planning, and forecasts of future taxable income on a jurisdiction-by-jurisdiction basis, to ascertain whether it is more likely than not that deferred tax assets will be realized. In the event the Company determines that it would be able to realize its deferred income tax assets in the future in excess of their net recorded amount, it would make an adjustment to the valuation allowance, which would reduce the provision for income taxes. Conversely, in the event that all or part of the net deferred tax assets are

determined not to be realizable in the future, an adjustment to the valuation allowance would be charged to earnings in the period such determination is made.

Net Loss Per Share Attributable to Common Stockholders

The Company computes net loss per share attributable to its common stockholders using the two-class method required for participating securities, which determines net loss per common share for each class of common stock and participating securities according to dividends declared or accumulated and participation rights in distributed and undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The Company’s convertible preferred stock contractually entitled the holders of such shares to participate in dividends, but do not contractually require the holders of such shares to participate in the Company’s losses. As such, net losses for the periods presented were not allocated to these securities.

The rights, including the liquidation and dividend rights, of the holders of Class A and Class B common stock (collectively, the “common stock”) are identical, except with respect to voting and conversion. As the liquidation and dividend rights are identical, the undistributed earnings are allocated on a proportionate basis and the resulting net loss per share will, therefore, be the same for all classes of common stock on an individual or combined basis. As such, the Company has presented the net loss attributed to its common stock on a combined basis.

Recently Adopted Accounting Standard Pronouncements

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) 2014-09, Revenue from Contracts with Customers (Accounting Standards Codification or ASC 606). ASC 606 supersedes the revenue recognition requirements in Revenue Recognition (ASC 605), and requires the recognition of revenue as promised goods or services are transferred to customers in an amount that reflects the consideration which the entity expects to be entitled to in exchange for those goods or services. The Company adopted the new standard as of January 1, 2019, utilizing the full retrospective method of adoption by applying the new standard to the periods impacting post-adoption. The adoption of the standard did not have a material impact on the consolidated financial statements. See Note 1 for information about the adoption.

In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (“Topic 718”): Improvements to Nonemployee Share-Based Payment Accounting, which expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees except for certain circumstances. The Company adopted ASU 2018-07 as of January 1, 2020. As a result of adopting this standard, the Company no longer remeasures equity-classified nonemployee awards. The adoption of this standard did not have a material impact on the consolidated financial statements.

Recently Issued Accounting Standard Pronouncements

As an emerging growth company (“EGC”), the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act until such time as the Company is no longer considered to be an EGC. The adoption dates discussed below reflect this election.

requirements, providing additional information about the amounts recorded in the consolidated financial statements. The amendments require a modified retrospective approach with optional practical expedients. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements. ASU 2018-11 provides entities another option for transition, allowing entities to not apply the new standard in the comparative periods they present in their consolidated financial statements in the year of adoption. In June 2020, the FASB Issued ASU 2020-05, Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Effective Dates for Certain Entities (“ASU 2020-05”). The update defers the initial effective date of ASU 2016-02 by one year for private companies and private non-for-profits. For these entities, the effective date is for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The Company is evaluating the impact of adopting this new accounting guidance on its consolidated financial statements.

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 is intended to simplify the accounting for income taxes by removing certain exceptions to the general principles and to simplify areas such as franchise taxes, step up in tax basis goodwill, separate entity financial statements and interim recognition of enactment of tax laws or rate changes The ASU is effective for the Company beginning January 1, 2022. The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements.

Fair Value Measurements

6 Months Ended

Jun. 30, 2021

Fair Value Measurements

2. Fair Value Measurements

The Company's financial instruments consist of cash and cash equivalents and accounts receivables. Fair value is defined as the exchange price that would be received for an asset or an exit price paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy defines a three-level valuation hierarchy for disclosure of fair value measurements as follows:

Level 1—Fair value is based on observable inputs such as quoted prices for identical assets or liabilities in active markets.

Level 2—Fair value is determined using quoted prices for similar assets or liabilities in active markets or quoted prices for identical or similar assets or liabilities in markets that are not active or are directly or indirectly observable.

Level 3—Fair value is determined using one or more significant inputs that are unobservable in active markets at the measurement date, such as an option pricing model, discounted cash flow, or similar technique.

Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis

On a recurring basis, the Company measures certain of its financial assets, namely its cash equivalents, at fair value. The fair value of the Company’s financial assets measured at fair value on a recurring basis was determined using the following inputs:

	As of December 31, 2020
	Level I		Level II		Level III		Fair Value
Financial Assets:
Cash equivalents:
Money market funds	$	31,726	$	—	$	—	$	31,726
Total financial assets	$	31,726	$	—	$	—	$	31,726

	As of December 31, 2019
	Level I		Level II		Level III		Fair Value
Financial Assets:
Cash equivalents:
Money market funds	$	1,190	$	—	$	—	$	1,190
Total financial assets	$	1,190	$	—	$	—	$	1,190

Cash equivalents consist primarily of money market funds with original maturities of three months or less at the time of purchase, and the carrying amount is a reasonable estimate of fair value. There were no transfers between fair value measurements levels during the twelve months ended December 31, 2020 and 2019.

NOTE 9. FAIR VALUE MEASUREMENTS

The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1:

Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2:

Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3:

Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2021 and December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Description	Level		June 30, 2021		December 31, 2020
Assets:
Investments held in Trust Account – Money Market Fund		1	$	276,046,127	$	—
Liabilities:
Warrant Liability – Public Warrants		1	$	16,974,000		—
Warrant Liability – Private Placement Warrants		3		8,942,100		—

At June 30, 2021, assets held in the Trust Account were comprised of $0 in cash and $276,046,127 in money market funds.

The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on our balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the consolidated statements of operations.

The Private Warrants were valued using a binomial lattice model, which is considered to be a Level 3 fair value measurement. The binomial lattice primary unobservable input utilized in determining the fair value of the Private Warrants is the expected volatility of the common stock. The expected volatility as of the IPO date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of subsequent valuation dates was implied from the Company’s own public warrant pricing. A Monte Carlo simulation methodology was used in estimating the fair value of the public warrants for periods where no observable traded price was available, using the same expected volatility as was used in measuring the fair value of the Private Warrants. For periods subsequent to the detachment of the warrants from the Units, the close price of the public warrant price was used as the fair value as of each relevant date.

The following table provides quantitative information regarding Level 3 fair value measurements at January 20, 2021 (Initial Measurement) and June 30, 2021 (Private Placement Warrants only):

	At
	January 20,			As of
	2021 (Initial measurement)			June 30, 2021
Stock price	$	10.45		$	9.98
Strike price	$	11.50		$	11.50
Volatility		20.5	%		18.0	%
Risk-free rate		0.62	%		.91	%
Dividend yield		0.0	%		0.0	%
Fair value of warrants	$	1.41		$	1.23

The following table presents the changes in the fair value of warrant liabilities:

	Private Placement			Public			Warrant Liabilities
Fair value as of January 1, 2021	$	—		$	—		$	—
Initial measurement on January 20, 2021		10,250,700			19,458,000			29,708,700
Change in valuation inputs or other assumptions		(1,308,600	)		(2,484,000	)		(3,792,600	)
Fair value as of June 30, 2021	$	8,942,100		$	16,974,000		$	25,916,100

There were transfers out of Level 3 fair value hierarchy totaling $19,458,000 during the period ended March 31, 2021. There were no transfers out of Level 3 fair value hierarchy during the three month period ended June 30, 2021.

Fair Value Measurements

2. Fair Value Measurements

The Company's condensed consolidated financial instruments consist of cash and cash equivalents and accounts receivable. Fair value is defined as the exchange price that would be received for an asset or an exit price paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy defines a three-level valuation hierarchy for disclosure of fair value measurements as follows:

Level 1—Fair value is based on observable inputs such as quoted prices for identical assets or liabilities in active markets.

Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis

	As of June 30, 2021
	Level 1		Level 2		Level 3		Fair Value
Financial Assets:
Cash equivalents:
Money market funds	$	15,838	$	—	$	—	$	15,838
Total financial assets	$	15,838	$	—	$	—	$	15,838

	As of December 31, 2020
	Level 1		Level 2		Level 3		Fair Value
Financial Assets:
Cash equivalents:
Money market funds	$	31,726	$	—	$	—	$	31,726
Total financial assets	$	31,726	$	—	$	—	$	31,726

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Balance Sheet Components

6 Months Ended

12 Months Ended

Jun. 30, 2021

Dec. 31, 2020

Schedule Of Balance Sheet Components [Line Items]

Balance Sheet Components

3. Balance Sheet Components

Inventories

Inventories, consist of the following:

	June 30, 2021		December 31, 2020
Raw materials	$	679	$	516
Work-in-process		285		100
Finished goods		295		91
Total Inventories	$	1,259	$	707

Prepaid expenses and other current assets

Prepaid expenses and other current assets consist of the following:

	June 30, 2021		December 31, 2020
Prepaid rent and other expense	$	623	$	313
Software		476		287
Other assets		276		93
Total prepaid expenses and other current assets	$	1,375	$	693

Property and equipment, net

Property and equipment, net consist of the following:

	June 30, 2021			December 31, 2020
Robotics and manufacturing equipment	$	796		$	659
Leasehold improvements		154			154
Computer equipment		568			568
Capital leased computer equipment		386			386
Software		378			359
Other fixed assets		147			147
Construction in progress		3,181			141
Property and equipment, gross		5,610			2,414
Accumulated depreciation and amortization		(1,209	)		(989	)
Property and equipment, net	$	4,401		$	1,425

Depreciation and amortization expenses were $219 and $222, for the six months ended June 30, 2021 and June 30, 2020, respectively. Included in construction in progress is $1,922 of tenant improvement related to the improvements made in the new facility to be leased.

Accrued liabilities

Accrued liabilities consist of the following:

	June 30, 2021		December 31, 2020
Payroll and payroll taxes	$	617	$	648
CARES Act deferred payroll taxes		286		286
Consulting and professional services		222		125
Other current liabilities		705		196
Total accrued liabilities	$	1,830	$	1,255

Other non-current liabilities

Other non-current liabilities consist of the following:

	June 30, 2021		December 31, 2020
CARES Act deferred payroll taxes	$	286	$	286
Capital leases		244		239
Deferred rent and lease incentive obligation		1,507		1
Other		7		—
Total other non-current liabilities	$	2,044	$	526

Transaction costs

As of June 30, 2021, in connection with the business combination, transaction costs amounted to $2,799 consisting primarily of $1,470 legal fees and $1,329 other professional services.

3. Balance Sheet Components

Inventories

Inventories, consist of the following:

	As of December 31,
	2020		2019
Raw materials	$	516	$	371
Work-in-process		100		151
Finished goods		91		626
Total Inventories	$	707		1,148

Finished goods are shown net of valuation reserve of $176 and $53 as of December 31, 2020 and 2019, respectively.

Prepaid expenses and other current assets

Prepaid expenses and other current assets consist of the following:

	As of December 31,
	2020		2019
Software subscriptions	$	287	$	160
Prepaid rent		100		—
Deposits for inventory purchases		71		—
Prepaid insurance		34		38
Security deposits		22		17
Other prepaid expenses		86		139
Total prepaid expenses and other current assets	$	600	$	354

Property and equipment, net

Property and equipment, net consist of the following:

	As of December 31,
	2020			2019
Robotics and manufacturing equipment	$	659		$	606
Leasehold improvements		154			154
Computer equipment		568			418
Capital leased computer equipment		386			—
Software		359			286
Furniture and fixtures		7			7
Construction in progress		141			—
Other fixed assets		140			—
		2,414			1,471
Accumulated depreciation and amortization		(989	)		(560	)
Property and equipment, net	$	1,425			911

Depreciation and amortization expense were $458 and $297, for the years ended December 31, 2020 and 2019, respectively.

Accrued liabilities

Accrued liabilities consist of the following:

	As of December 31,
	2020		2019
Payroll and payroll taxes	$	648	$	342
CARES Act deferred payroll taxes		286		—
Consulting and professional services		125		29
Capital leases		70		—
Equipment and supplies		9		176
Employee reimbursements		—		48
Other current liabilities		60		176
Total accrued liabilities	$	1,198	$	771

Other non-current liabilities

Other non-current liabilities consist of the following:

	As of December 31,
	2020		2019
CARES Act deferred payroll taxes	$	286	$	—
Capital leases		239		—
Deferred rent		—		8
Other non-current liabilities		1		—
Total other non-current liabilities	$	526	$	8

Notes Payable

6 Months Ended

12 Months Ended

Jun. 30, 2021

Dec. 31, 2020

Short Term Debt [Line Items]

Notes Payable

4. Notes Payable

Paycheck Protection Program Loan

In April 2020, the Company received an unsecured loan in the principal amount of $2,394 under the Paycheck Protection Program (the “PPP”) administered by the U.S. Small Business Administration, or the SBA, pursuant to the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), or the PPP loan. The PPP loan provides for an interest rate of 1.00% per year and matures two years from the commencement date. The terms of the PPP Loan were subsequently revised in accordance with the provisions of the Paycheck Protection Flexibility Act of 2020, or the PPP Flexibility Act, which was enacted on June 5, 2020. The PPP Loan is subject to forgiveness under the PPP to the extent proceeds of the loan are used for eligible expenditures. The PPP loan may be used for payroll costs, costs related to certain group health care benefits and insurance premiums, rent payments, utility payments, mortgage interest payments and interest payments on any other debt obligation that were incurred before February 15, 2020. On June 11, 2021 the first PPP loan granted of $2,394 was forgiven.

On March 3, 2021, the Company was granted a Second Draw PPP Loan of $2,000 based on qualified spending, decreased quarterly revenue, and other factors. Second Draw PPP Loans are eligible for forgiveness based on qualified spending during an 8-to-24 month covered period, assuming employee and compensation levels are maintained. Loan payments are deferred for at least 10 months after the end of the covered period. If not forgiven, Second Draw PPP Loans have a maturity of five years and a 1% interest rate.

Under the terms of the CARES Act and the PPP Flexibility Act, the Company may apply for and be granted forgiveness for all or a portion of loan granted under the PPP Flexibility Act, with such forgiveness to be determined, subject to limitations (including where employees of the Company have been terminated and not re-hired by a certain date), based on the use of the loan proceeds for payment of payroll costs and any payments of mortgage interest, rent, and utilities. The terms of any forgiveness may also be subject to further requirements in regulations and guidelines adopted by the SBA. While the Company currently believes that the use of the PPP loan proceeds will meet the conditions for forgiveness under the PPP Flexibility Act, no assurance is provided that the Company will obtain whole or partial forgiveness of the loans.

Notes payable consisted of the following:

	June 30,		December 31,
	2021		2020
First PPP Loan	$	—	$	2,394
Second PPP Loan		2,000		—
Total Notes payable		2,000		2,394
Less: Notes payable, current portion		—		1,328
Notes payable, net of current portion	$	2,000	$	1,066

As of June 30, 2021, the scheduled principal payments of the Company's PPP loan, shown if the loan is not forgiven, were as follows:

2021 (Remaining)	$	—
2022	241
2023	535
2024	541
2025	546
2026	137
Total	$	2,000

4. Notes Payable

Paycheck Protection Program Loan

In April 2020, the Company received an unsecured loan in the principal amount of $2,394 under the Paycheck Protection Program (the “PPP”) administered by the U.S. Small Business Administration, or the SBA, pursuant to the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), or the PPP loan. The PPP loan provides for an interest rate of 1.00 % per year and matures two years from the commencement date. The terms of the PPP Loan were subsequently revised in accordance with the provisions of the Paycheck Protection Flexibility Act of 2020, or the PPP Flexibility Act, which was enacted on June 5, 2020. The PPP Loan is subject to forgiveness under the PPP to the extent proceeds of the loan are used for eligible expenditures. The PPP loan may be used for payroll costs, costs related to certain group health care benefits and insurance premiums, rent payments, utility payments, mortgage interest payments and interest payments on any other debt obligation that were incurred before February 15, 2020.

Under the terms of the CARES Act and the PPP Flexibility Act, the Company may apply for and be granted forgiveness for all or a portion of loan granted under the PPP loan, with such forgiveness to be determined, subject to limitations (including where employees of the Company have been terminated and not re-hired by a certain date), based on the use of the loan proceeds for payment of payroll costs and any payments of mortgage interest, rent, and utilities. The terms of any forgiveness may also be subject to further requirements in regulations and guidelines adopted by the SBA. While the Company currently believes that the use of the PPP loan proceeds will meet the conditions for forgiveness under the PPP, no assurance is provided that the Company will obtain whole or partial forgiveness of the loan.

As of December 31, 2020, the Company has accrued $17 of interest expense.

The follow table presents the scheduled principal payments of the Company's PPP loan note payable as of December 31, 2020, shown if the loan is not forgiven:

Period	Amount
Current portion	$	1,328
Long-term portion (all due in 2022)		1,066
Note payable	$	2,394

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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Equity

4 Months Ended

6 Months Ended

12 Months Ended

Dec. 31, 2020

Jun. 30, 2021

Dec. 31, 2020

Equity

NOTE 7 — STOCKHOLDER’S EQUITY

Preferred Stock — The Company is authorized to issue 1,000,000 shares of $0.0001 par value preferred stock. At December 31, 2020, there were no shares of preferred stock issued or outstanding.

Class A Common Stock — The Company is authorized to issue up to 70,000,000 shares of Class A, $0.0001 par value common stock. Holders of the Company’s common stock are entitled to one vote for each share. At December 31, 2020, there were no shares of Class A common stock issued and outstanding.

Class B Common Stock — The Company is authorized to issue up to 12,500,000 shares of Class B, $0.0001 par value common stock. Holders of the Company’s common stock are entitled to one vote for each share. At December 31, 2020, there were 6,900,000 shares of Class B common stock issued and outstanding.

Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law; provided that prior to an initial Business Combination, only holders of Founder Shares will have the right to vote on the appointment of directors.

The shares of Class B common stock will automatically convert into shares of Class A common stock on the first business day following the completion of a Business Combination at a ratio such that the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of shares of common stock issued and outstanding upon completion of the Initial Public Offering, plus (ii) the sum of (a) all shares of common stock issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or deemed issued by the Company in connection with or in relation to the completion of a Business Combination, excluding (1) any shares of Class A common stock or equity-linked securities exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in a Business Combination and any (2) Private Placement Warrants issued to the Sponsor or any of its affiliates upon conversion of Working Capital Loans minus (b) the number of public shares redeemed by public stockholders in connection with a Business Combination. In no event will the shares of Class B common stock convert into shares of Class A common stock at a rate of less than one to one.

Warrants — Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the consummation of a Business Combination or (b) one year from the closing of the Initial Public Offering. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any Class A common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A common stock issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.

The Company has agreed that as soon as practicable, but in no event later than twenty business days after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the issuance of the shares of our Class A common stock issuable upon exercise of the warrants is not effective by the 60^th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. In addition, if the Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of the Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company elect to do so, the Company will not be required to file or maintain in effect a registration statement, but the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Redemption of Warrants When the Price per share of Class A common stock Equals or Exceeds $18.00 — Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants:

•

in whole and not in part;

•

at a price of $0.01 per Public Warrant;

•

upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

•

if, and only if, the last reported sale price of the shares of Class A common stock for any 20 trading days within a 30-trading day period commencing after the warrants become exercisable and ending three business days before the Company sends to the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like).

If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

Redemption of Warrants When the Price per share of Class A common stock Equals or Exceeds $10.00 — Once the warrants become exercisable, the Company may redeem the outstanding warrants:

•

in whole and not in part;

•

at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the shares of Class A common stock;

•

if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like); and

•

if the Reference Value is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) the private placement warrants must also be concurrently called for redemption on the same terms (except as described above with respect to a holder’s ability to cashless exercise its warrants) as the outstanding public warrants, as described above.

The exercise price and number of Class A common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless.

In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business

Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price and the $10.00 and $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively.

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants will and the common shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and will be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

NOTE 7. STOCKHOLDERS’ EQUITY

Preferred Stock — The Company is authorized to issue 1,000,000 shares of $0.0001 par value preferred stock. As of June 30, 2021 and December 31, 2020, there were no shares of preferred stock issued or outstanding.

Class A Common Stock — The Company is authorized to issue up to 70,000,000 shares of Class A, $0.0001 par value common stock. Holders of the Company’s common stock are entitled to one vote for each share. As of June 30, 2021, there were 27,600,000 shares of Class A common stock subject to possible redemption. As of December 31, 2020, there were no shares of Class A common stock issued and outstanding.

The Company determined the common stock subject to redemption to be equal to the redemption value of approximately $10.00 per share of common stock while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Upon considering the impact of the PIPE Investment and associated PIPE Subscription Agreements, it was concluded that the redemption value should include all the Public Shares resulting in the common stock subject to possible redemption being equal to $276,000,000. This resulted in a measurement adjustment to the initial carrying value of the common stock subject to redemption with the offset recorded to additional paid-in capital and accumulated deficit.

Class B Common Stock — The Company is authorized to issue up to 12,500,000 shares of Class B, $0.0001 par value common stock. Holders of the Company’s common stock are entitled to one vote for each share. As of June 30, 2021 and December 31, 2020, there were 6,900,000 shares of Class B common stock issued and outstanding.

upon conversion or exercise of any equity-linked securities or deemed issued by the Company in connection with or in relation to the completion of a Business Combination, excluding (1) any shares of Class A common stock or equity-linked securities exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in a Business Combination and any (2) Private Placement Warrants issued to the Sponsor or any of its affiliates upon conversion of Working Capital Loans minus (b) the number of public shares redeemed by public stockholders in connection with a Business Combination. In no event will the shares of Class B common stock convert into shares of Class A common stock at a rate of less than one to one.

Equity

5. Equity

Common Stock

The number of authorized shares of common stock is 33,990,766, of which 25,990,765 and 8,000,001 have been designated as Class A and Class B, respectively.

Except with regard to the differential voting power and conversion rights, Class A common stock and Class B common stock have the same characteristics, rights, privileges, preferences and limitations and shall rank equally, share ratably and be identical in all respects as to all matters.

On all matters upon which holders of common stock are entitled or permitted to vote, every holder of Class A common stock shall be entitled to one vote per share and every holder of Class B common stock shall be entitled to ten votes per share.

Class B common stock is convertible, at the option of the holder, at any time and without payment of additional consideration into one share of Class A common stock. Class B common stock shall be automatically converted into Class A common stock upon transfer of shares in any manner other than as a permitted transfer as defined by the Company’s charter.

In September 2016, the founders granted the Company a repurchase right for 4,000,000 shares of Class B common stock originally purchased in 2015. The Company has an exclusive option to repurchase unvested shares of Class B common stock at a price per share equal to the original issue price per share in the event that the founder’s relationship with the Company is terminated. The repurchase right for the 4,000,000 shares lapsed in equal monthly amounts over the following 48 month period ending in September 2020. The fair value of the Class B common stock option at the date the repurchase right was granted was based on the fair market value on the grant date and is being recognized as stock-based compensation expense to general and administrative expense on a straight-line basis over the vesting period. For the three and six months ended June 30, 2020, the amount of stock-based compensation recognized related to the founder stock options was $506 and $1,012, respectively. For the three and six months ended June 30, 2021, there was no stock based compensation related to the repurchase right as it lapsed in September 2020.

Convertible Preferred Stock

As of June 30, 2021, the Company has authorized, issued and outstanding 12,112,012 shares of convertible preferred stock, of which 5,421,446, have been designated as Series A, 3,158,338 have been designated as Series B and 3,532,228 have been designated as Series C, each designated with the rights and preferences to be determined by the Board of Directors.

The following table is a summary of the Convertible Preferred Stock as of June 30, 2021⁽¹⁾:

Series	Shares Authorized		Shares Issued and Outstanding		Aggregate Liquidation Value		Proceeds, Net of Issuance Costs		Issue Price per Share
Series A		5,421,446		5,421,446	$	15,723	$	15,531	$	2.9002
Series B		3,158,338		3,158,338		30,050		29,993	$	9.5145
Series C		3,532,228		3,532,228		40,000		39,867	$	11.3243
Total		12,112,012		12,112,012	$	85,773	$	85,391

(1)

Significant terms of the outstanding convertible preferred stock series are as follows:

Dividends — Each share of Series A, Series B and Series C Convertible Preferred Stock (“Senior Convertible Preferred Stock”) is entitled to receive, when and if declared by the Company’s Board of Directors, noncumulative dividends at an annual rate of $0.2320 for Series A Convertible Preferred Stock, $0.7611 for Series B convertible Preferred Stock and $0.9059 for Series C Convertible Preferred Stock

Voting Rights — Each holder of Preferred Stock is entitled to the number of votes equal to the number of shares of Class A Common Stock into which the shares of Preferred Stock held by such holders could be converted as of the record date. Holders of Preferred Stock shall be entitled to vote on all matters on which Common Stock are entitled to vote. So long as at least 3,924,112 shares of Preferred Stock remain outstanding, the holder of Preferred Stock, voting as a separate class, are entitled to elect four members of the Board of Directors. The holders of Common Stock shall be entitled to elect five members of the Board of Directors. The number of authorized shares of Common Stock may be increased or decreased by an affirmative vote of the holders of a majority of the voting power of the stock of the Corporation voting together as a single class on an as-converted basis, provided that (a) at least 80% of the then-serving members of the Board have also approved such increase or decrease to the number of authorized shares of Common Stock and (b) the holders of at least a majority of the then outstanding shares of Preferred Stock, voting together as a single class on an as-converted basis, have approved an increase in the number of shares of Class B Common Stock.

On all matters upon which holders of Common Stock are entitled or permitted to vote, every holder of Class A Common Stock shall be entitled to one vote for each share of Class A Common Stock and every holder of Class B Common Stock shall be entitled to ten votes for each share of Class B Common Stock. Except as expressly noted, the holders of shares of Class A Common Stock, Class B Common Stock and any other stock of the Corporation having general voting rights shall vote together as one class on all matters submitted to a vote of shareholders of the Corporation.

Liquidation Preference — In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, the holders of the Series C Preferred Stock shall rank senior to the Junior Preferred Stock, referred as Series A and Series B Preferred Stock, and Common Stock as to the distribution of any assets of the Corporation. In the event of any liquidation, dissolution or winding up of the Company, the holders of Series C Preferred Stock shall be entitled to receive, prior and in preference to any Distribution of any of the assets of the Corporation to the holders of the Junior Preferred Stock and Common Stock. The Series A, B and C Preferred stock and Common stock holders shall be entitled to receive an amount per share equal to the greater of the sum of the preferred stock liquidation preference of $3.8573 for Series A convertible preferred stock, $9.5145 for Series B convertible preferred stock and $11.3243 for Series C convertible preferred stock.

If upon the liquidation, dissolution or winding up of the Corporation, the assets of the Corporation legally available for distribution to the holders of Series C Preferred Stock are insufficient to permit the payment to such holders, then the entire assets of the Corporation legally available for distribution shall be distributed with equal priority and pro rata among the holders of the Series C Preferred Stock in proportion to the full amounts they would otherwise be entitle to receive.

Preemptive Rights — No shares of Common Stock, Preferred Stock or other securities convertible into shares of Common Stock have preemptive rights

Conversion — The holders of the Preferred Stock have the option to convert each share into that number of fully-paid, nonassessable shares of Class A Common Stock determined by dividing the original issue price for the relevant series by the Conversion Price for such series. The Conversion price is currently the original issue price.

Shares of Preferred Stock will be converted automatically into fully-paid, non-assessable shares of Class A Common Stock at the then effective Conversion Rate for such share (i) immediately prior to the closing of a firm commitment underwritten initial public offering pursuant to a registration statement under the Securities Act of 1933, as amended, resulting in the listing of the Class A Common Stock on the New York Stock Exchange, the Nasdaq Global Market or other internationally recognized stock exchange, converting the offer and sale of Common Stock provided that offering price per share is no less than $21.57 (as adjusted for Recapitalization) and the aggregate gross proceeds from the offering are not less than $100,000 or (ii) upon the Company’s receipt of the written consent of the holders of a majority of the Preferred Stock then outstanding (voting as a single class and on an as-converted basis), which majority should include holders of at least the majority of the Series B Preferred Stock then outstanding and a

majority of the Series C Preferred Stock then outstanding, or, if later, the effective date for conversion specified in such request.

Non-controlling Interest

The non-controlling interest represents the membership interest in ZeptoVision, Inc. (“Zepto”) held by another holder other than the Company (i.e., an officer with the Company). Zepto was formed in April 2016, and the formation of Zepto was accounted for as a common control transaction at the time of formation. As of December 31, 2020, the Company’s ownership percentage in Zepto was 79%. The Company has consolidated the financial position and results of operations of Zepto and reflected the 21% interest as a non-controlling interest. The carrying amount of the non-controlling interest will be adjusted to reflect the change in its ownership interest in the subsidiary, with the offset to equity attributable to the Company.

On February 16, 2021, the Company acquired the non-controlling interest’s shares in Zepto for a purchase price of $200 making Zepto a wholly owned subsidiary of the Company. The acquisition of the remaining shares of Zepto resulted in the decrease of non-controlling interest to zero and adjustment to additional paid-in capital to reflect the Company’s increased ownership in Zepto.

5. Equity

Common Stock

The number of authorized shares of common stock is 33,990,766, of which 25,990,765 and 8,000,001 have been designated as Class A and Class B, respectively. The number of shares of authorized preferred stock is 12,112,012, of which 5,421,446, have been designated as Series A, 3,158,338 have been designated as Series B and 3,532,228 have been designated as Series C.

Class B common stock at a price per share equal to the original issue price per share in the event that the founder’s relationship with the Company is terminated. The repurchase right for the 4,000,000 shares lapsed in equal monthly amounts over the following 48 months period ending in September 2021. The fair value of Class B common stock option at the date the repurchase right granted was determined using Black-Scholes model and is being recognized as stock-based compensation expense to general and administrative expenses on a straight-line basis over the vesting period. For the year ended December 31, 2020 and 2019, the amounts of recognized stock-based compensation related to the founder stock options were $1,518 and $2,025, respectively. As of December 31, 2019, 750,000 shares of Class B common stock were subject to the repurchase option. As of December 31, 2020, no shares of Class B common stock were subject to the repurchase option and there was no unrecognized amount of stock-based compensation remaining. The founder stock subject to repurchase options was early exercised in 2015, and there have been no cancellations to date.

Convertible Preferred Stock

As of December 31, 2020, the Company has authorized, issued and outstanding 12,112,012 shares of convertible preferred stock, designed in series, with the rights and preferences of each designated series to be determined by the Board of Directors.

The following table is a summary of the Convertible Preferred Stock as of December 31, 2020⁽¹⁾:

Series	Shares Authorized		Shares Issued and Outstanding		Aggregate Liquidation Value		Proceeds, Net of Issuance Costs		Issue Price per Share
Series A		5,421,446		5,421,446	$	15,723	$	15,531	$	2.9002
Series B		3,158,338		3,158,338		30,050		29,993		9.5145
Series C		3,532,228		3,532,228		40,000		39,867		11.3243
Total		12,112,012		12,112,012	$	85,773	$	85,391

(1)

Significant terms of the outstanding convertible preferred stock series are as follows:

holders of shares of Class A Common Stock, Class B Common Stock and any other stock of the Corporation having general voting rights shall vote together as one class on all matters submitted to a vote of shareholders of the Corporation.

Liquidation — In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, the holders of the Series C Preferred Stock shall rank senior to the Junior Preferred Stock, referred as Series A and Series B Preferred Stock, and Common Stock as to the distribution of any assets of the Corporation. The Series A, B and C Preferred stock and Common stock holders shall be entitled to receive an amount per share equal to the greater of the sum of the preferred stock liquidation preference of $3.8573 for Series A convertible preferred stock, $9.5145 for Series B convertible preferred stock and $11.3243 for Series C convertible preferred stock.

Preemptive Rights — No shares of Common Stock, Preferred Stock or other securities convertible into shares of Common Stock have preemptive rights

Non-controlling Interest

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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Warrants

6 Months Ended

12 Months Ended

Jun. 30, 2021

Dec. 31, 2020

Warrants

6. Warrants

On January 31, 2020, the Company issued 250,000 Class A Common Stock warrants to one of the Series C Preferred Stock investors, at an exercise price of $11.3243 with an expiration date of January 31, 2030. The Company generally accounts for warrants to purchase common stock as a component of equity at its issued cost unless the warrants include a conditional obligation to issue a variable number of shares or there is a deemed possibility that the Company may need to settle the warrants in cash.

The Company estimated the fair value of these warrants using the Black-Scholes option valuation model based on the estimated fair value of the underlying common stock, with the following assumptions: remaining contractual term of ten years, risk-free interest rate of 3.05%, volatility of 85% and no dividend yield. These estimates, especially the market value of the underlying common stock and the related expected volatility, are highly judgmental and could differ materially in the future. The Company estimated the fair value of warrants exercisable for Class A Common Stock using the Black-Scholes option valuation model based on the estimated fair value of the underlying Series C Preferred Stock.

The Company recorded $1,220 as relative fair value of the warrants within the condensed consolidated statements of stockholders’ equity, as an offset to additional paid-in capital as the warrants were issued in conjunction with the issuance of Series C Preferred stock.

6. Warrants

The Company estimates the fair value of these warrants using the Black-Scholes option valuation model based on the estimated fair value of the underlying common stock, with the following assumptions: remaining contractual term of ten years, risk-free interest rate of 3.05%, volatility of 85% and no dividend yield. These estimates, especially the market value of the underlying common stock and the related expected volatility, are highly judgmental and could differ materially in the future. The Company estimated the fair value of warrants exercisable for Class A

Common Stock using the Black-Scholes option valuation model based on the estimated fair value of the underlying Series C Preferred Stock.

The Company recorded $1,220 as relative fair value of the warrants within the consolidated statements of stockholders’ equity, as an offset to additional paid-in capital as the warrants were issued in conjunction with the issuance of Series C Preferred stock.

Stock-based Compensation

6 Months Ended

12 Months Ended

Jun. 30, 2021

Dec. 31, 2020

Share Based Compensation Arrangement By Share Based Payment Award [Line Items]

Stock-based Compensation

7. Stock-based Compensation

Equity Incentive Plan

The total number of shares of the Company’s 2015 Plan is 3,180,714 as of June 30, 2021. The Plan provides stock options awards, restricted stock units and restricted stock awards for issuance to Company employees, officers, directors, non-employee agents, and consultants as options and/or restricted stock units. These awards vest over three to five years and are exercisable up to 10 years from the date of grant. Unvested options are forfeited upon termination.

The following summarizes the Company’s stock option activity for the six months ended June 30, 2021:

	Options Outstanding				Weighted- Average Remaining
	Number of Shares		Weighted Average Exercise Price		Contractual Term (in years)		Aggregate Intrinsic Value
Outstanding – December 31, 2020		1,536,897	$	3.04		6.83	$	5,058
Granted		349,750		45.05
Exercised		(4,800)		4.23
Cancelled		(116,210)		4.48
Outstanding – June 30, 2021		1,765,637	$	11.26		6.56	$	59,655
Vested and expected to vest – June 30, 2021		1,765,637	$	11.26		6.56	$	59,655
Exercisable – June 30, 2021		955,972	$	2.08		5.24	$	41,077

The following summarizes the Company’s employee restricted stock units activity for the six months ended June 30, 2021:

	Restricted Stock Units Outstanding
	Number of Shares		Weighted-Average Grant-Date Fair Value
Outstanding – December 31, 2020		175,703	$	6.04
Granted		40,000		45.05
Outstanding – June 30, 2021		215,703	$	13.51

The following summarizes the Company’s employee restricted stock awards activity for the six months ended June 30, 2021:

	Restricted Stock Awards Outstanding
	Number of Shares		Weighted-Average Grant-Date Fair Value
Outstanding – December 31, 2020		—	$	—
Granted		1,000,000		45.05
Outstanding – June 30, 2021		1,000,000	$	45.05

Vesting of Restricted stock units (“RSUs”) is subject to service and performance conditions. RSUs granted generally include service vesting periods of one to four years, requirements related to the completion of a qualifying liquidity event, and for some awards granted to executives, requirements related to the forfeiture of cash compensation. Awards that include the forfeiture of cash compensation as a vesting requirement were based on a predetermined amount of forfeited cash salary over a one-year period. As of June 30, 2021, all awards with this forfeiture of cash compensation vesting condition had been satisfied or forfeited. The RSUs are not reflected as issued or outstanding in the accompanying condensed consolidated statements of stockholders’ equity until the liquidity event is met. It is anticipated that the merger with Rotor Acquisition Corp. will be the qualifying transaction that triggers the liquidity event condition, therefore no compensation expense was recognized in regard to RSUs, for the six months ended June 30, 2021 and for the year ended December 31, 2020, respectively.

Restricted Stock Awards (“RSAs”) vest over a 15-month period following the consummation of a qualifying transaction. The award includes vesting acceleration provisions which would result in the award becoming fully vested following a change in control event or upon death of the grantee. It is anticipated that the merger with Rotor Acquisition Corp. will be the qualifying transaction that triggers the 15-month vesting period. Due to the change in control, which has not been met, no compensation expense was recognized in regard to RSAs, for the six months ended June 30, 2021.

The Company utilizes the Black-Scholes option pricing model for estimating the fair value of options granted, which requires the input of highly subjective assumptions. The Company calculates the fair value of each option grant on the grant date using the following assumptions:

Expected Term—The Company uses the simplified method when calculating expected term due to insufficient historical exercise data.

Expected Volatility—As the Company's shares are not actively traded, the volatility is based on a benchmark of comparable companies.

Expected Dividend Yield—The dividend rate used is zero as the Company does not have a history of paying dividends on its common stock and does not anticipate doing so in the foreseeable future.

Risk-Free Interest Rate—The interest rates used are based on the implied yield available on U.S. Treasury zero-coupon issues with an equivalent remaining term equal to the expected life of the award.

The per share fair values of stock options granted and the assumptions used in estimating fair value were as follows:

	June 30, 2021			December 31, 2020
Options
Fair value of common stock	$	27.69		$	3.69
Risk-free interest rate		1.047	%		0.51	%
Expected term (in years)	6.14			6.06
Expected dividend yield		0.00	%		0.00	%
Expected volatility		68.25	%		64.98	%

The Company recognized stock-based compensation expense under the Plan in the condensed consolidated statement of operations as follows:

	June 30, 2021		June 30, 2020
Cost of revenue	$	43	$	53
Research and development		134		81
Sales and marketing		22		20
General and administrative		193		220
Total stock-based compensation expense	$	392	$	374

The fair value of stock options granted are recognized as compensation expense in the condensed consolidated statements of operations over the related vesting periods. The following is a summary of the weighted-average fair value per share:

	June 30, 2021
Granted	$	27.55
Exercised	$	4.23
Cancelled	$	2.75
Unvested	$	15.35

The weighted-average grant date fair value per share of restricted stock units granted during the six months ended June 30, 2021 was $45.05. As of June 30, 2021, there was approximately $10,838 of unrecognized stock-based compensation cost related to stock options granted under the Plan, which is expected to be recognized over an average period of 3.2 years.

7. Stock-based Compensation

Equity Incentive Plan

The total number of shares of the Company’s 2015 Plan is 3,180,714 as of December 31, 2020. The Plan provides stock options awards and restricted stock units for issuance to Company employees, officers, directors, non-employee agents, and consultants as options and/or restricted stock units. These awards vest over three to five years and are exercisable up to 10 years from the date of grant. Unvested options are forfeited upon termination.

The following summarizes the Company’s stock option activity during 2020 and 2019:

	Options Outstanding					Weighted- Average Remaining Contractual Term (in years)
	Number of Shares			Weighted Average Exercise Price				Aggregate Intrinsic Value
Outstanding – December 31, 2018		1,447,968		$	2.10		8.09	$	4,835
Granted		287,732			5.69
Exercised		(5,286	)		2.92
Cancelled		(221,626	)		4.17
Outstanding – December 31, 2019		1,508,788		$	2.48		7.36		5,848
Granted		388,750			6.33
Exercised		(62,109	)		2.00
Cancelled		(298,532	)		4.70
Outstanding – December 31, 2020		1,536,897		$	3.04		6.83	$	5,058
Vested and expected to vest – December 31, 2020		1,536,897		$	3.04		6.83	$	5,058
Exercisable – December 31, 2020		987,256		$	1.68		5.78	$	4,592

The following summarizes the Company’s employee restricted stock awards activity during 2020 and 2019:

	Restricted Stock Awards Outstanding
	Number of Shares			Weighted- Average Grant-Date Fair Value
Outstanding – December 31, 2018		—		$	—
Granted		283,599			6.02
Outstanding – December 31, 2019		283,599		$	6.02
Granted		75,000			6.29
Cancelled		(182,896	)		6.12
Outstanding – December 31, 2020		175,703		$	6.04

The restricted stock awards (“RSU”) granted in 2019 vest based upon the earliest to occur of (1) twelve months following the closing of the Company’s first firm commitment underwritten public offering of common stock under the Securities Act (“IPO”), (2) immediately prior to the closing of a change of control transaction in which 50%

or more of the value to be received by the holders of common stock is comprised of publicly traded securities, cash, or cash equivalents, (3) immediately prior to the closing of a transaction in which (a) a prospective acquirer has offered to purchase all or substantially all of the shares of common stock at a specified price during a specified time, and (b) the minimum number of shares of common stock have been tendered to the acquirer for purchase, and (4) as of the record date in the event that the Company board of directors declares a cash dividend or cash distribution payable on the common stock.

These restricted stock awards will be forfeited if (a) the grantee notifies the Company in writing of the grantee’s election to begin receiving a cash salary for the services to be performed post-election (i.e., no payment related to the services provided pre-election), (b) the grantee elects to change his or her time commitment with the Company to less than full time, or (c) the grantee’s continuous service with the Company terminates. If a forfeiture event occurs, the number of forfeited shares is to be calculated on a pro rata basis based on the actual relinquished compensation in proportion to the total relinquished compensation expected on the grant date. During the year ended December 31, 2020 and 2019, no restricted stock award was vested.

Vesting of RSUs are subject to service and performance conditions. RSUs granted subsequent to 2019 generally include service vesting periods of one to four years and certain liquidity event conditions to be met, whichever is later. The RSUs are not reflected as issued or outstanding in the accompanying statements of stockholders’ equity until the liquidity event is met. Due to the liquidity event condition, which has not been met, no compensation expense was recognized in regard to RSUs, for the years ended December 31, 2020 and 2019.

Expected Term—The Company uses the simplified method when calculating expected term due to insufficient historical exercise data.

Expected Volatility—As the Company's shares are not actively traded, the volatility is based on a benchmark of comparable companies.

Expected Dividend Yield—The dividend rate used is zero as the Company does not have a history of paying dividends on its common stock and does not anticipate doing so in the foreseeable future.

	As of December 31,
	2020			2019
Options
Fair value of common stock	$	3.69		$	3.66
Risk-free interest rate		0.51	%		1.98	%
Expected term (in years)		6.06			6.91
Expected dividend yield		0.00	%		0.00	%
Expected volatility		64.98	%		62.46	%

The Company recognizes stock-based compensation expense under the Plan in the consolidated statement of operations as follows:

	December 31, 2020		December 31, 2019
Cost of revenue	$	109	$	140
Research and development		249		304
Sales and marketing		45		54
General and administrative		370		139
Total stock-based compensation expense	$	773	$	637

The fair value of stock options granted are recognized as compensation expense in the consolidated statements of operations over the related vesting periods. The following is a summary of the weighted-average fair value per share:

	December 31, 2020		December 31, 2019
Granted	$	3.69	$	3.66
Exercised	$	1.32	$	2.62
Cancelled	$	3.24	$	2.99
Unvested	$	3.49	$	3.73

The weighted-average grant date fair value per share of restricted stock awards granted during the years ended December 31, 2020 and 2019 was $6.33 and $6.02, respectively. As of December 31, 2020, and 2019, there was approximately $1,739 and $1,635 of unrecognized stock-based compensation cost related to stock options granted under the Plan, respectively. Stock compensation expense is expected to be recognized over an average period of 2.13 years and 2.19 years, for the years ended December 31, 2020 and 2019, respectively.

Net Loss Per Share

6 Months Ended

12 Months Ended

Jun. 30, 2021

Dec. 31, 2020

Net Loss Per Share

8. Net loss per Share

The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders for the three months ended June 30, 2021 and 2020:

	For the three months ended June 30,
	2021						2020
	Class A			Class B			Class A			Class B
Numerator:
Net loss attributable to common stockholders	$	(113	)	$	(5,107	)	$	(83	)	$	(5,122	)
Denominator:
Weighted average shares outstanding, basic and diluted		176,445			8,000,001			123,141			7,663,919
Basic and diluted net loss per share	$	(0.64	)	$	(0.64	)	$	(0.67	)	$	(0.67	)

The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders for the six months ended June 30, 2021 and 2020:

	For the six months ended June 30,
	2021						2020
	Class A			Class B			Class A			Class B
Numerator:
Net loss attributable to common stockholders	$	(224	)	$	(10,194	)	$	(156	)	$	(10,000	)
Denominator:
Weighted average shares outstanding, basic and diluted		176,000			8,000,001			118,106			7,538,919
Basic and diluted net loss per share	$	(1.27	)	$	(1.27	)	$	(1.33	)	$	(1.33	)

Basic and diluted net loss per share attributable to common stockholders is the same for the three and six months ended June 30, 2021 and June 30, 2020, because the inclusion of potential shares of common stock would have been anti‑dilutive for the periods presented.

The following table discloses securities that could potentially dilute basic net loss per share in the future that were not included in the computation of diluted net loss per share:

	For the six months ended June 30,
	2021		2020
Convertible preferred stock		12,112,012		12,112,012
Outstanding stock options and restricted stock units		1,981,340		1,975,428
Outstanding restricted stock awards		1,000,000		—
Warrants to purchase Class A common stock		250,000		62,500

8. Net loss per Share

The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders for the year ended December 31, 2020 and 2019:

	December 31, 2020						December 31, 2019
	Class A			Class B			Class A			Class B
Numerator:
Net loss attributable to common stockholders	$	(369	)	$	(20,557	)	$	(275	)	$	(17,765	)
Denominator:
Weighted average shares outstanding, basic and diluted		138,898			7,748,862			105,163			6,791,095
Basic and diluted net loss per share	$	(2.65	)	$	(2.65	)	$	(2.62	)	$	(2.62	)

Basic and diluted net loss per share attributable to common stockholders is the same for the years ended December 31, 2020 and 2019, because the inclusion of potential shares of common stock would have been anti‑dilutive for the periods presented.

The following table discloses securities that could potentially dilute basic net loss per share in the future that were not included in the computation of diluted net loss per share:

	Years Ended December 31,
	2020		2019
Convertible preferred stock		12,112,012		8,579,784
Outstanding stock options and restricted stock awards		1,712,600		1,792,387
Warrants to purchase Class A common stock		250,000		—
Founders shares subject to repurchase		—		750,000

Income Taxes

6 Months Ended

12 Months Ended

Jun. 30, 2021

Dec. 31, 2020

Operating Loss Carryforwards [Line Items]

Income Taxes

9. Income taxes

In order to determine the Company’s quarterly provision for income taxes, the Company used an estimated annual effective tax rate that is based on expected annual income and statutory tax rates in the various jurisdictions in which the Company operates. Certain significant unusual or infrequently occurring items that are separately reported are separately recognized in the quarter during which they occur and can be a source of variability in the effective tax rate from quarter to quarter.

Income tax expense for the three months ended June 30, 2021 and 2020 was $0 and $0, respectively. Income tax expense for the six months ended June 30, 2021 and 2020 was $1 and $0, respectively. Income tax expense is based on the Company’s estimated annualized effective tax rate for the fiscal years ending December 31, 2021 and December 31, 2020, respectively. For the three and six months ended June 30, 2021 and 2020, the Company’s recognized effective tax rate differs from the U.S. federal statutory rate primarily due to the Company’s U.S. deferred tax assets being offset in full by a valuation allowance.

9. Income taxes

The provision for income taxes consists of the following:

	Years Ended December 31,
	2020			2019
Current:
Federal	$	—		$	—
State		1			1
Total current		1			1
Deferred:
Federal		4,142			2,294
State		1,144			1,190
Change in valuation allowance		(5,286	)		(3,484	)
Total deferred		—			—
Total provision for income taxes	$	1		$	1

The provision for income tax differs from the amount computed by applying the statutory federal income tax rate to income before taxes as follows:

	Years Ended December 31,
	2020			2019
Statutory federal income tax rate		21.0	%		21.0	%
State tax provision		3.7			3.3
Change in valuation allowance		(25.3	)		(19.3	)
Research credits		3.0			(1.9	)
Permanent differences		(2.4	)		(3.7	)
Other		0.0			0.6
Total provision for income taxes		0.0	%		0.0	%

As of December 31, 2020 and 2019, the net deferred tax asset consisted of the following:

	December 31,
	2020			2019
Deferred tax assets:
Accrued expenses	$	192		$	—
Stock compensation		479			341
Research credits		1,939			1,309
Net operating loss carryforwards		12,838			8,418
Total gross deferred tax assets		15,448			10,068
Less valuation allowance		(15,151	)		(9,865	)
Total deferred tax assets		297			203
Deferred tax liabilities:
Property and equipment		(297	)		(203	)
Total deferred tax liabilities		(297	)		(203	)
Net deferred tax asset (liability)	$	—		$	—

On February 15, 2018, the FASB issued ASU 2018-02, Reclassification of Certain Tax Effects From Accumulated Other Comprehensive Income, which allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Act. The ASU is effective for years beginning after December 15, 2018 and can be adopted early. The Company has not elected to adopt the ASU during its fiscal year ended December 31, 2020, and the Company does not anticipate adopting the ASU in the future. Accordingly, no reclassification of estimated stranded tax effects, if any, has been recorded.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) (“ASU 2019-12”), which removes certain exceptions for investments, intra period allocations and interim calculations and adds guidance to reduce complexity in accounting for income taxes. ASU 2019-12 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020; early adoption is permitted. The Company does not expect the adoption of this standard to have a material impact on its consolidated financial statements.

Valuation allowances are established when necessary to reduce deferred tax assets, including temporary differences and net operating loss carryforwards, to the amount expected to be realized in the future. FASB guidance indicates that forming a conclusion that a valuation allowance is not needed is difficult when there is negative evidence such as cumulative losses in recent years. The Company had cumulative losses from continuing operations in the U.S. for the three-year period ended December 31, 2020. The Company considered this negative evidence along with all other available positive and negative evidence and concluded that, at December 31, 2020, it is more likely than not that the Company’s U.S. deferred tax assets will not be realized. As of December 31, 2020, the Company’s U.S. deferred tax assets were offset in full by a valuation allowance. The Company’s total valuation allowance was $15,151 at December 31, 2020 and $9,865 at December 31, 2019. The Company’s valuation allowance increased $5,286 and $3,483 during the fiscal years ended December 31, 2020 and 2019, respectively. A reconciliation of the beginning and ending amount of the valuation allowance is as follows:

	December 31,
	2020		2019
Valuation allowance at beginning of year	$	9,865	$	6,382
Change in valuation allowance		5,286		3,483
Valuation allowance at end of year	$	15,151	$	9,865

As of December 31, 2020, the Company had federal net operating losses of approximately $51,150. Of these losses, $5,909 were generated in 2015 through 2017, prior to the Tax Cuts and Jobs Act enactment, and will begin expiring from 2035 to 2037 if not utilized. The remaining net operating losses have an indefinite carryforward period. As of December 31, 2019, the Company had federal net operating losses of approximately $33,568.

As of December 31, 2020, the Company had a $3,006 deferred tax asset related to a federal research and development credit carryforward. This credit has been offset by a liability for unrecognized tax benefits of $1,503. If not utilized, the credits will expire beginning in 2035 through 2040. As of December 31, 2019, the Company had a $2,023 deferred tax asset related to a federal research and development credit carryforward. This credit was offset by a liability for unrecognized tax benefits of $1,012.

As of December 31, 2020, the Company had state net operating losses of approximately $53,609. Of the total state net operating losses, approximately $53,461 is attributable to Utah. Utah law allows unused net operating losses arising in tax years beginning after December 31, 2017 to be carried forward indefinitely. Of the total $53,462 of Utah net operating losses, $47,124 are carried forward indefinitely, and the remaining net operating losses will expire beginning in 2035 through 2037. The remaining state net operating loss carryovers are attributable to various other states with varying expiration periods. As of December 31, 2019, the Company had state net operating losses of approximately $34,992. Of the total 2019 state net operating losses, approximately $34,898 is attributable to Utah.

As of December 31, 2020, the Company had a $1,102 deferred tax asset related to a Utah research and development credit carryforward. This credit has been offset by a liability for unrecognized tax benefits of $551. If not utilized, the credits will expire beginning in 2029 through 2034. As of December 31, 2019, the Company had a $752 deferred tax asset related to a Utah research and development credit carryforward. This credit was offset by a liability for unrecognized tax benefits of $376.

ASC Topic 740-10-05 requires that the impact of a tax position be recognized in the financial statements if that position is more likely than not of being sustained on audit, based on the technical merits of the position. As of December 31, 2020, the Company had a $2,054 liability for unrecognized tax benefits, all of which is netted against deferred tax assets for related carryforward credits. The Company expects no material changes to the liability for unrecognized tax benefits in the next 12 months. Interest and penalties associated with uncertain tax positions are recorded as a component of income tax expense. There would be no impact to the Company’s effective rate if the

unrecognized tax benefits were recognized. A reconciliation of the beginning and ending amounts of unrecognized benefits is as follows:

	Years ended December 31,
	2020		2019
Unrecognized tax benefits at the beginning of year	$	1,388	$	—
Gross increases – current year tax positions		666		668
Gross increases – prior year tax positions		—		720
Gross decreases – prior year tax positions		—		—
Unrecognized tax benefits at end of year	$	2,054	$	1,388
Interest and penalties in year-end balance	$	—	$	—

The Company files U.S. and various state tax returns in jurisdictions with various statutes of limitation. As of December 31, 2020, the tax returns for fiscal year 2015 through fiscal year 2019 remain subject to examination. Annual tax provisions include amounts considered necessary to pay assessments that may result from examination of prior year tax returns; however, the amount ultimately paid upon resolution of issues may differ materially from the amount accrued. As of December 31, 2020, there are no income tax returns currently under audit.

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

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COMMITMENTS AND CONTINGENCIES

Commitments and Contingencies

4 Months Ended

6 Months Ended

12 Months Ended

Dec. 31, 2020

Jun. 30, 2021

Dec. 31, 2020

NOTE 6 — COMMITMENTS AND CONTINGENCIES

Registration Rights

Pursuant to a registration rights agreement entered into on January 14, 2021, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The underwriter is entitled to a deferred fee of $0.35 per Unit, or $9,660,000 in the aggregate. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

NOTE 6. COMMITMENTS AND CONTINGENCIES

Registration Rights

Pursuant to a registration rights agreement entered into on January 14, 2021, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. The PIPE Investors have certain customary registration rights pursuant to the Subscription Agreements. In particular, the Company has agreed to register for resale with the SEC

the common stock issued pursuant to the PIPE Financing within 30 calendar days following the consummation of the Proposed Business Combination. For more information regarding the PIPE Financing, see the description of the Proposed Business Combination in Note 1 above.

Underwriting Agreement

PIPE Financing

Concurrent with the execution of the Merger Agreement, the Company entered into Subscription Agreements with the PIPE Investors pursuant to which, among other things, the PIPE Investors have agreed to subscribe for and purchase, and the Company has agreed to issue and sell to the PIPE Investors an aggregate of 22,000,000 shares of common stock of the Company, at a per share price of $10.00 for an aggregate purchase price of $220 million concurrent with the Closing, on the terms and subject to the conditions set forth therein. For more information regarding the PIPE Financing, see the description of the Proposed Business Combination in Note 1 above and the description of the Pipe Financing in Note 5 above.

Merger Agreement

On April 5, 2021, the Company entered into a definitive business combination agreement with Sarcos Corp., a Utah corporation. Completion of the transaction is subject to approval of the Company’s stockholders and the satisfaction or waiver of certain other customary closing conditions.

COMMITMENTS AND CONTINGENCIES

10. Commitments and Contingencies

Legal Proceedings

The Company may be involved in various claims, lawsuits, investigations and other proceedings, in the normal course of the business. The Company accrues a liability when management believes information available prior to the issuance of the condensed consolidated financial statements indicates it is probable a loss has been incurred as of the date of the financial statement and the amount of loss can be reasonably estimated. The Company adjust its accruals to reflect the impact of negotiation, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular case. Legal costs are expensed as incurred. Although claims are inherently unpredictable, the Company currently is not aware of any matters that may have a material adverse effect on its business, financial position, results of operations, or cash flows. Accordingly, the Company has not recorded any material loss contingency in the balance sheet as of June 30, 2021 and December 31, 2020.

Indemnifications

In the ordinary course of business, the Company may provide indemnifications of varying scope and terms to investors, directors and officers with respect to certain matters, including, but not limited to, losses arising out of the Company’s breach of such agreements, services to be provided by the Company, or from intellectual property infringement claims made by third parties. These indemnifications may survive termination of the underlying agreement and the maximum potential amount of future payments the Company could be required to make under these indemnification provisions may not be subject to maximum loss clauses. The maximum potential amount of future payments the Company could be required to make under these indemnification provisions is indeterminable. The Company has never paid a material claim, nor has the Company been involved in litigation in connection with these indemnification arrangements. As of June 30, 2021 and December 31, 2020, the Company has not accrued a liability for these guarantees as the likelihood of incurring a payment obligation, if any, in connection with these guarantees is not probable or reasonably estimable due to the unique facts and circumstances involved.

Operating Leases

The Company leases facilities under noncancelable operating lease agreements. Future minimum rental payments under the noncancelable operating leases, subsequent to June 30, 2021, are as follows:

	Operating Leases
2021	$	131
2022		1,280
2023		970
2024		1,324
2025		1,360
2026 and thereafter		11,322
Total	$	16,387

Rent expense related to noncancelable operating leases totaled $667 and $146 for the six months ended June 30, 2021 and June 30, 2020, respectively. The operating lease term includes two three-year renewal options.

Capital Leases

The Company leases equipment under agreements expiring at various times during the next four years. The Company has recorded the capital lease obligation within its condensed consolidated balance sheets. The current portion of $73 is recorded within accrued liabilities and the long-term portion of $244 is included in other non-current liabilities.

Future minimum rental payments under the noncancelable capital leases, subsequent to June 30, 2021, are as follows:

	Capital Leases
2021	$	84
2022		87
2023		88
2024		87
Minimum lease payment including interest		346
Amount representing interest		29
Minimum lease payments excluding interest	$	317

10. Commitments and Contingencies

Legal Proceedings

The Company may be involved in various claims, lawsuits, investigations and other proceedings, in the normal course of the business. The Company accrues a liability when management believes information available prior to the issuance of the consolidated financial statements indicates it is probable a loss has been incurred as of the date of the financial statement and the amount of loss can be reasonably estimated. The Company adjust its accruals to reflect the impact of negation, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular case. Legal costs are expensed as incurred. Although claims are inherently unpredictable, the Company currently is not aware of any matters that may have a material adverse effect on its business, financial position, results of operations, or cash flows. Accordingly, the Company has not recorded any material loss contingency in the balance sheet as of December 31, 2020 and 2019.

Operating Leases

The Company leases facilities under noncancelable operating lease agreements. Future minimum rental payments under the noncancelable operating leases, as of December 31, 2020, are as follows:

	Operating Leases
Year Ending December 31:
2021	$	285
2022		1,280
2023		970
2024		1,324
2025 and thereafter		12,682
Total	$	16,541

Rent expense related to noncancelable operating leases totaled $314 and $421 for the years ended December 31, 2020 and 2019, respectively. The operating lease term includes two three-year renewal option.

Capital Leases

The Company leases equipment under agreements expiring at various times during the next four years. The Company has recorded the capital lease obligation within its consolidated balance sheets. The current portion of $70 is recorded within accrued liabilities and the long-term portion of $239 is included in other non-current liabilities.

The Company was obligated under non-cancelable capital leases as follows:

	Capital Leases
Year Ending December 31:
2021	$	86
2022		87
2023		87
2024		87
Minimum lease payment including interest		347
Amount representing interest		38
Minimum lease payments excluding interest	$	309

Segment Information	6 Months Ended	12 Months Ended
Segment Information	Jun. 30, 2021	Dec. 31, 2020
Segment Information	11. Segment information The Company’s Chief Executive Officer (“CEO”) is the Chief Operating Decision Maker (“CODM”). The CODM allocates resources and makes operating decisions based on financial information presented on a consolidated basis. The profitability of the Company’s product group is not a determining factor in allocating resources and the CODM does not evaluate profitability below the level of the consolidated company. Accordingly, the Company has determined that it has a single reportable segment and operating segment structure. The Company’s revenue is primarily with U.S. customers. During the three and six months ended June 30, 2021 and June 30, 2020, the Company recognized $71 and $0 of revenue earned from customers located in South Korea, respectively. All long-lived assets are maintained in, and all losses are attributable to, the United States of America.
Sarcos Corp and Subsidiaries
Segment Information		11. Segment information The Company’s Chief Executive Officer (“CEO”) is the Chief Operating Decision Maker (“CODM”). The CODM allocates resources and makes operating decisions based on financial information presented on a consolidated basis. The profitability of the Company’s product group is not a determining factor in allocating resources and the CODM does not evaluate profitability below the level of the consolidated company. Accordingly, the Company has determined that it has a single reportable segment and operating segment structure. The Company’s revenue is primarily with U.S. customers. During the year ended December 31, 2020, the Company recognized $71 of revenue earned from customers located in South Korea. During the year ended December 31, 2019 the Company recognized $186 of revenues earned from customers located in Israel. All long-lived assets are maintained in, and all losses are attributable to, the United States of America.

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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Related Party Transactions	6 Months Ended	12 Months Ended
Related Party Transactions	Jun. 30, 2021	Dec. 31, 2020
Related Party Transactions Details [Line Items]
Related Party Transactions	NOTE 5 — RELATED PARTY TRANSACTIONS Founder Shares On September 15, 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 5,750,000 shares of Class B common stock (the “Founder Shares”). On January 14, 2021, the Company effected a stock dividend of 0.2 shares for each outstanding Founder Share, resulting in an aggregate of 6,900,000 Founder Shares outstanding. The Founder Shares included an aggregate of up to 900,000 shares subject to forfeiture to the extent that the underwriter’s over-allotment was not exercised in full or in part, so that the holders of the Founder Shares would collectively own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (not including any Public Shares purchased in the Initial Public Offering). As a result of the underwriter’s election to fully exercise the over-allotment option, no Founder Shares are currently subject to forfeiture. The holders of the Founder Shares have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (1) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Due to Sponsor At the closing of the Private Placement, on January 20, 2021, $212,308 of excess funding was due to be repaid to the Sponsor. Promissory Note — Related Party On September 14, 2020, the Sponsor agreed to loan the Company an aggregate of up to $150,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note is non-interest bearing and is payable on the earlier of (i) June 30, 2021, (ii) the consummation of the Initial Public Offering or (iii) the date on which the Company determines not to proceed with the Initial Public Offering. As of December 31, 2020, there was $105,336 in borrowings outstanding under the Promissory Note, which is currently due on demand. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or the Company’s directors and officers or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. Executive Compensation The Company may pay salaries or consulting fees to its officers prior to a Business Combination of up to an aggregate of $300,000 for their services in assisting the Company in locating and consummating a Business Combination. NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On September 15, 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 5,750,000 shares of Class B common stock (the “Founder Shares”). On January 14, 2021, the Company effected a stock dividend of 0.2 shares for each outstanding Founder Share, resulting in an aggregate of 6,900,000 Founder Shares outstanding. The Founder Shares included an aggregate of up to 900,000 shares subject to forfeiture to the extent that the underwriter’s over-allotment was not exercised in full or in part, so that the holders of the Founder Shares would collectively own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (not including any Public Shares purchased in the Initial Public Offering). As a result of the underwriter’s election to fully exercise the over-allotment option, no Founder Shares are currently subject to forfeiture. The holders of the Founder Shares have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (1) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. On April 5, 2021, the Company, Sponsor, and certain holders of Class B Common Stock in the Company entered into the Waiver Agreement pursuant to which Sponsor and certain other holders of Class B Common Stock in the Company have agreed, among other things, to irrevocably waive their respective anti-dilution and conversion rights set forth in the Company’s Amended and Restated Certificate of Incorporation and to forfeit a certain number of Rotor Class B Shares and Rotor Warrants. For more information, see the description of the Waiver Agreement in Note 1 above. Promissory Notes — Related Party On September 14, 2020, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note pursuant to which the Company could borrow up to an aggregate principal amount of $150,000. The Promissory Note was non-interest bearing and payable on the earlier of (i) June 30, 2021, (ii) the consummation of the Initial Public Offering or (iii) the date on which the Company determines not to proceed with the Initial Public Offering. As of December 31, 2020, there were $105,336 and outstanding under the Promissory Note, which was repaid in January 2021. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or the Company’s directors and officers or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. On May 11, 2021, the Sponsor loaned to the Company an aggregate of $145,000 for working capital purposes. On June 9, 2021, the Sponsor agreed to loan the Company up to an additional $300,000 for working capital purposes. Each of the foregoing is evidenced by a separate promissory note (the “Notes”, each a “Note”) which is non-interest bearing and payable upon the consummation by the Company of a merger, share exchange, asset acquisition, or other similar business combination with one or more businesses or entities (a “Business Combination”). Upon consummation of a Business Combination, the Sponsor will have the option, but not the obligation, to convert the outstanding principal balance of the Notes, in whole or in part, into warrants of the Company, identical to the “private warrants” issued by the Company concurrently with its initial public offering (the “Warrants”), at a price of $1.00 per Warrant. Each Warrant may be exercised to purchase one share of Company Class A common stock at a price of $11.50 per share, subject to adjustment. The Warrants (i) will not be redeemable by the Company, (ii) may be exercised for cash or on a cashless basis so long as they are held by the initial holder or its permitted transferees, and (iii) are not transferable, assignable or salable until 30 days after the completion of the Business Combination except in limited circumstances. If the Company does not consummate a Business Combination, the Notes will not be repaid and all amounts owed under the Notes will be forgiven except to the extent that the Company has funds available to it outside of its trust account established in connection with the initial public offering. The Company borrowed $145,000 and $125,000 in May and June, respectively. At June 30, 2021 $270,000 was outstanding. Executive Compensation The Company may pay salaries or consulting fees to its officers prior to a Business Combination of up to an aggregate of $300,000 for their services in assisting the Company in locating and consummating a Business Combination. The Company pays to two officers an aggregate amount of $15,000 per month for services rendered to the Company. There is no contractual obligation requiring the Company to make these payments and it may determine to cease doing so at any time. For the three and six months ended June 30, 2021, the Company incurred and paid $37,500 and $82,500 in fees related to these services. PIPE Financing Messrs. Brian Finn, John Howard and Stefan Selig, each a director of the Company, is each a PIPE Investor, whereby each of Messrs. Finn, Howard and Selig agreed to purchase common stock of the Company, with aggregate commitments of $1.3 million, $1 million and $250,000, respectively. For more information, see the description of the PIPE Financing in Note 1 above.
Sarcos Corp and Subsidiaries
Related Party Transactions Details [Line Items]
Related Party Transactions	12. Related Party Transactions As of December 31, 2020, the Company held a controlling interest of 79% in Zepto. The Chief Legal Officer of the Company was the owner of 21% of Zepto. On February 16, 2021, the Company acquired the non-controlling interest’s shares in Zepto for a purchase price of $200 making Zepto a wholly owned subsidiary of the Company. During the six months ended June 30, 2020, the Company entered into an agreement with one of its investors, Delta Air Lines, Inc., to provide demonstration services. The Company recognized $100 of revenue related to these services during the six months ended June 30, 2020. No revenue was recognized for the six months ended June 30, 2021. On April 4, 2021, the Company entered into an agreement with Palantir Technologies (Palantir) in which the Company has committed to utilize software and services from Palantir over the next six years for a total of $42,000. The software and services are an integral part of the Company’s plans to provide Robots as a Service upon commercialization of the Company’s Guardian® XO and XT robots. Palantir is one of the PIPE Investors in the proposed merger agreement with Rotor Acquisition Corp. The Company recognized $485 in operating expenses, related to services provided during the six months period ended June 30, 2021. The Company had an accounts payable balance of $162 related to the contract as of June 30, 2021. On May 16, 2021, the Company entered into an agreement with Sparks Marketing Corp. to begin the construction of a mobile display to be used for demonstrations of Company products at prospective customer locations as well as other marketing events. Negotiations of this agreement involved an account executive at Sparks Marketing Corp. who is a family member of Ben Wolff, CEO. The Company recognized $501 related to costs capitalized to construction in progress for the mobile display for the period ended June 30, 2021.	12. Related Party Transactions During the years ended December 31, 2020 and 2019, the Company entered into agreements with Delta Air Lines, Inc. and Microsoft Corporation to provide products and services. For the year ended December 31, 2020, the Company recognized $100 of revenue related to demonstration services provided to Delta Air Lines, Inc. Additionally, for the year ended December 31, 2019, the Company recognized $199 of revenue related to the sale of a Guardian S robot to Microsoft Corporation, along with customer-specific development services. Both Delta Air Lines, Inc. and Microsoft Corporation are Company stockholders. During the years ended December 31, 2020 and 2019, the Company paid rent totaling $21 and $32, respectively, to the Chief Innovation Officer, who was the owner of an apartment that was used by the Company for temporary employee lodging. The Company holds controlling interests of 79% in Zepto. The Chief Legal Officer of the Company is the owner of 21% of Zepto.

Employee Benefits	6 Months Ended	12 Months Ended
Employee Benefits	Jun. 30, 2021	Dec. 31, 2020
Sarcos Corp and Subsidiaries
Defined Benefit Plan Disclosure [Line Items]
Employee Benefits	13. Employee Benefits The Company has a defined contribution 401(k) plan covering substantially all employees. The plan allows employees to defer up to 100% of their employment income (subject to annual contribution limits imposed by the I.R.S.) after all taxes and applicable benefit deductions. The Company does not provide matching contributions for the employee contributions to the plans; therefore, no amounts have been accrued as of June 30, 2021 and December 31, 2020.	13. Employee Benefits The Company has a defined contribution 401(k) plan covering substantially all employees. The plan allows employees to defer up to 100% of their employment income (subject to annual contribution limits imposed by the I.R.S.) after all taxes and applicable benefit deductions. The Company does not provide matching contributions for the employee contributions to the plans; therefore, no amounts have been accrued as of December 31, 2020 and 2019.

Subsequent Events	4 Months Ended	6 Months Ended
Subsequent Events	Dec. 31, 2020	Jun. 30, 2021
Subsequent Event [Line Items]
Subsequent Events	NOTE 8 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Other than as described in these financial statements, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.	NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the Condensed Consolidated Financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the Condensed Consolidated Financial statements.
Sarcos Corp and Subsidiaries
Subsequent Event [Line Items]
Subsequent Events		14. Subsequent events Subsequent events have been evaluated through April 15, 2021, the date the consolidated financial statements were issued. The following events required additional disclosures: Paycheck Protection Program On January 6, the Small Business Administration and the Department of the Treasury released an Interim Final Rule allowing certain companies to receive a Second Draw PPP Loan in accordance with Section 7(a)(37) of the Small Business Act. The Company applied for a Second Draw PPP Loan based on qualified spending, decreased quarterly revenue, and other factors. On March 3, 2021, a loan of $2,000 was granted and received shortly thereafter. Second Draw PPP Loans are eligible for forgiveness based on qualified spending during an 8 to 24 months covered period, assuming employee and compensation levels are maintained. Loan payments are deferred for at least 10 months after the end of the covered period. If not forgiven, Second Draw PPP Loans have a maturity of five years and a 1% interest rate. Non-controlling interest On February 16, 2021, the Company acquired the non-controlling interest’s shares in Zepto for a purchase price of $200 making Zepto a wholly owned subsidiary of the Company. Equity Grant On March 31, 2021, the Company granted to its Chief Executive Officer, Ben Wolff, 1,000,000 Restricted Stock Awards. These awards vest over a 15-month period commencing on the date of a qualifying transaction which the Company expects to be the date at which it consummates its business combination with Rotor Acquisition Corp. Service agreement On April 4, 2021, the Company entered into an agreement with Palantir Technologies (Palantir) in which the Company would commit to utilize software and services from Palantir over the next six years for a total of $42,000. The software and services are an integral part of the Company’s plans to provide Robots as a Service upon commercialization of the Company’s Guardian® XO and XT robots. The agreement is structured such that the Company will commit to spend $150 per month with Palantir through the closing of the currently proposed merger agreement with Rotor Acquisition Corp. and as part of the first year’s annual commitment. Should the merger not be consummated, the Company has the option of terminating the agreement and no further commitments are required. In exchange for this agreement, Palantir is investing $21,000 as part of the merger transaction. Business combination On April 5, 2021, the Company entered into a definitive agreement to merge with Rotor Acquisition Corp. (“Rotor”), where the Company will merge with the subsidiary Rotor, with Sarcos surviving the merger as a wholly owned subsidiary of Rotor. 14. Subsequent events Subsequent events have been evaluated through September 30, 2021, the date the consolidated financial statements were issued. Legal proceedings On July 1, 2021, seven former employees of Sarcos filed suit in Utah state court against Sarcos. The complaint alleges that in 2021, Sarcos wrongfully suspended the exercise of the plaintiffs’ stock options. The complaint asserts claims for breach of contract, breach of the covenant of good faith and fair dealing and seeks declaratory judgment in favor of plaintiffs and injunctive relief from option expiration. The complaint seeks damages in an amount to be determined at trial, but in no event less than $1,500. On the same day they filed the complaint, plaintiffs also filed a motion for preliminary injunction to enjoin the expiration of the stock options. The Company believes the allegations against Sarcos in this lawsuit are without merit and will continue to defend vigorously against them. Vote of Security holders On September 15, 2021, Rotor stockholders, approved the Agreement and Plan of Merger, dated as of April 5, 2021, by and among Rotor, Rotor Merger Sub and Sarcos, to which Merger Sub will merge with and into Sarcos with Sarcos surviving the merger as a wholly owned subsidiary of Rotor. Business Combination On September 24, 2021, the Company and Rotor Acquisition Corp. consummated the Business Combination. Following the closing, the combined company began operating as Sarcos Technology and Robotics Corporation and its common stock and warrants are now listed under the symbols “STRC” and “STRCW”, respectively, on The Nasdaq Global Market beginning September 27, 2021. As a result of the Business Combination, the Company received approximately $232.6 million in cash which the Company intends to use to accelerate growth by substantially increasing its investment in product development.

Description of Organization and Business Operations

4 Months Ended

6 Months Ended

Dec. 31, 2020

Jun. 30, 2021

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of December 31, 2020, the Company had not commenced any operations. All activity for the period from August 27, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”).

The registration statement for the Company’s Initial Public Offering was declared effective on January 14, 2021. On January 20, 2021, the Company consummated the Initial Public Offering of 27,600,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriter of its over-allotment option in the amount of 3,600,000 Units, at $10.00 per Unit, generating gross proceeds of $276,000,000, which is described in Note 3.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 7,270,000 warrants (each, a “Private Placement Warrant” and, collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Rotor Sponsor LLC, an affiliate of the Company’s officers and directors (the “Sponsor”), and certain funds and accounts managed by two qualified institutional buyers, generating gross proceeds of $7,270,000, which is described in Note 4.

Transaction costs amounted to $15,562,855, consisting of $5,520,000 of underwriting fees, $9,660,000 of deferred underwriting fees and $382,855 of other offering costs.

Following the closing of the Initial Public Offering on January 20, 2021, an amount of $276,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. NYSE rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the signing a definitive agreement to enter a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination.

The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed Business Combination or do not vote at all.

Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.

The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination, (b) to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period (defined below) and (c) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or amendments to the Amended and Restated Certificate of Incorporation prior thereto or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

The Company will have until July 20, 2022 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

The holders of the Founder Shares have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if they acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriter has agreed to waive its rights to the deferred underwriting commissions (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay our taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Going Concern and Management’s Plan

Prior to the completion of the initial public offering, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statement. The Company has since completed its Initial Public Offering at which time capital in excess of the funds deposited in the Trust Account and/or used to fund offering expenses was released to the Company for general working capital purposes. Accordingly, management has since reevaluated the Company’s liquidity and financial condition and determined that sufficient capital exists to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements and therefore substantial doubt has been alleviated.

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Rotor Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on August 27, 2020. The Company 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 (the “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

All activity through June 30, 2021 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”), and subsequent to the Initial Public Offering, identifying a target company for a Business Combination.

On April 5, 2021, the Company entered into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among the Company, Rotor Merger Sub Corp., a Delaware corporation and a wholly owned Subsidiary of the Company (“Merger Sub”), and Sarcos Corp., a Utah corporation (“Sarcos”). For more information, see the Proposed Business Combination described below.

The registration statements for the Company’s Initial Public Offering were declared effective on January 14, 2021. On January 20, 2021, the Company consummated the Initial Public Offering of 27,600,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriter of its over-allotment option in the amount of 3,600,000 Units, at $10.00 per Unit, generating gross proceeds of $276,000,000, which is described in Note 3.

Transaction costs amounted to $15,562,855, consisting of $5,520,000 of underwriting fees, $9,660,000 of deferred underwriting fees and $382,855 of other offering costs.

Following the closing of the Initial Public Offering on January 20, 2021, an amount of $276,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. NASDAQ rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the signing a definitive agreement to enter a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act

of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination.

law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

Proposed Business Combination

On April 5, 2021, the Company entered the Merger Agreement, by and among the Company, Merger Sub, and Sarcos. The transactions set forth in the Merger Agreement, including the Merger (defined below), will constitute a “Business Combination” as contemplated by the Company’s Amended and Restated Certificate of Incorporation. Unless expressly stated otherwise herein, capitalized terms used but not defined herein shall have such meanings ascribed to them in the Merger Agreement.

Subject to the terms and conditions set forth in the Merger Agreement, Merger Sub will merge with and into Sarcos, with Sarcos surviving as a wholly owned subsidiary of the Company (the “Merger”). Upon the Closing, the Company will change its name to “Sarcos Technology and Robotics Corp.”

Subject to the terms and conditions set forth in the Merger Agreement, in consideration of the Merger, holders of Sarcos’ equity (including shares of common stock, preferred stock, restricted stock awards, options, restricted stock units and warrants) will receive 120,000,000 shares of common stock of the Company in the aggregate, plus, if a Pre-Closing Financing is consummated by Sarcos prior to the Closing, an additional amount of shares of Company common stock based on the amount of gross equity proceeds received by Sarcos from such Pre-Closing Financing (if any), not to exceed an additional 5,000,000 shares of Company common stock in the aggregate (the “Closing Merger Consideration”). In addition, each holder of Sarcos capital stock (including any capital stock subject to restricted stock awards) will be entitled to a right to receive additional contingent consideration following the Closing in the form of an earn-out. This earnout will become payable as follows: (a) 14,062,500 shares of common stock of the Company if the closing share price of a share of common stock of the Company is equal to or exceeds $15.00 for 20 trading days in any 30 consecutive trading day period at any time during the period beginning on the first anniversary of the Closing and ending on the fourth anniversary of the Closing, and (b) 14,062,500 shares of common stock of the Company if the closing share price of a share of common stock of the Company is equal to or exceeds $20.00 for 20 trading days in any 30 consecutive trading day period at any time during the period beginning on the first anniversary of the Closing and ending on the fifth anniversary of the Closing.

The amount of shares of Company common stock into which each share of Sarcos capital stock will convert at the Closing of the Merger will be determined by reference to an Exchange Ratio, which is calculated in accordance with the terms of the Merger Agreement, by dividing the Closing Merger Consideration by the amount of fully-diluted outstanding Sarcos shares.

At the Closing, each option to purchase shares of Sarcos’ common stock will be converted into an option exercisable into a number of shares of common stock of the Company equal to the number of Sarcos shares subject to such Sarcos option as of immediately prior to the Closing, multiplied by the Exchange Ratio. Each award of Sarcos’ restricted stock units will be converted into a right to receive restricted stock units based on shares of the common stock of the Company equal to the number of Sarcos shares subject to such Sarcos restricted stock unit as of immediately prior to the Closing, multiplied by the Exchange Ratio.

The Merger Agreement contains customary representations and warranties of the parties thereto with respect to the parties, the transactions contemplated by the Merger Agreement and their respective business operations and activities. The representations and warranties of the parties do not survive the Closing.

The Merger Agreement contains customary covenants of the parties thereto, including (a) the requirement to make appropriate filings and obtain clearance pursuant to the HSR Act, (b) the use of reasonable best efforts to obtain the PIPE Financing, (c) preparation and filing of a proxy statement (the “Proxy Statement”), and (d) the preparation and delivery of PCAOB audited financial statements for Sarcos.

The Merger Agreement also contains mutual exclusivity provisions prohibiting (a) Sarcos and its representatives and subsidiaries from initiating, soliciting, or otherwise encouraging an Acquisition Proposal, (subject to certain limited exceptions specified therein), or entering into any contracts or agreements in connection therewith and (b) the Company and its subsidiaries from initiating, soliciting, or otherwise encouraging any merger, capital stock exchange, asset acquisition, stock purchase, reorganization, recapitalization or similar business combination (subject to limited exceptions specified therein) or entering into any contracts or agreements in connection therewith.

Consummation of the transactions contemplated by the Merger Agreement is subject to conditions of the respective parties that are customary for a transaction of this type, including, among others: (a) approval by the Company’s shareholders of certain proposals to be set forth in the Proxy Statement; (b) approval of the Merger by the stockholders of Sarcos; (c) there being no laws or injunctions by governmental authorities or other legal restraint prohibiting consummation of the transactions contemplated under the Merger Agreement; (d) the waiting period applicable to the Mergers under the HSR Act having expired (or early termination having been granted); and (e) the Company having at least $5,000,001 in net tangible assets.

Sarcos has separate closing conditions, including, among others: (a) that the sum of the amount in the Company’s trust account (calculated net of any stockholder redemptions but prior to the payment of any Company transaction expenses), plus the proceeds of the PIPE Financing, equals or exceeds $200 million; and (ii) the Waiver Agreement has not been amended or modified, other than as consented to in writing by Sarcos.

The Company has separate closing conditions, including, among others: (a) that no Company Material Adverse Effect has occurred and is continuing and uncured; (b) the Company shall have entered into employment agreements with certain executives of Sarcos; (c) Sarcos shall have received the consent of Sarcos’ preferred stock to effect the conversion of shares of Sarcos’ preferred stock into shares of Sarcos’ Class A common stock as of immediately prior to the Effective Time; and (d) Sarcos’ Warrants shall have been exercised as contemplated by the Warrant Exercise Notices.

The Merger Agreement may be terminated under certain customary and limited circumstances prior to the closing of the Merger, including: (i) by mutual written consent of the Company and Sarcos (ii) by either party if the other party’s representations or warranties are not true and correct or if the other party failed to perform any of its covenants set forth in the Merger Agreement or any Ancillary Document such that the conditions to closing would not be satisfied and such failure cannot or has not been cured within the earlier of 30 days’ notice by the other party, (iii) subject to certain provisions for extension, by either party if the Closing has not occurred on or prior to six months following the execution of the Merger Agreement, (iv) by either party if there is a final non-appealable Governmental Order preventing the consummation of the transactions contemplated by the Merger Agreement, (v) by either party if the stockholders of the Company fail to approve certain of the necessary stockholder approvals, (vi) by Sarcos if the

Special Committee changes its recommendation, provided that Sarcos exercises its termination right within ten business days of such change of recommendation, (vii) by the Company if Sarcos fails to deliver the written consent of the stockholders of Sarcos approving the Merger Agreement within 24 hours following the execution and delivery of the Merger Agreement, (viii) by the Company if the Conversion Written Consent is, at any time, no longer valid or is otherwise revoked or rescinded and no longer effective to approve the Company Preferred Conversion; and (ix) by the Company if Sarcos failed to deliver its PCAOB-compliant audited financials prior to 5:00 pm Eastern Time on April 15, 2021. If the Merger Agreement is validly terminated, none of the parties will have any liability or any further obligation under the Merger Agreement with certain limited exceptions, including liability arising out of Fraud.

The Company’s CEO, one of its other directors and certain members of Rotor Sponsor LLC, a Delaware limited liability company (the “Sponsor”) who are not directors or officers of the Company are part of a group that (directly or through affiliates) acquired a minority equity investment in Sarcos in early 2020 (the “Rotor Sarcos Holders”). On January 30, 2021, the Company’s board of directors (the “Board”) authorized the formation of a transaction review committee consisting solely of disinterested independent directors of the Company (the “Special Committee”) and authorized the Special Committee to engage independent legal counsel. The Special Committee, which received a fairness opinion from Houlihan Lokey Capital, Inc., an independent financial advisory firm engaged by the Special Committee, unanimously recommended the approval of the Merger Agreement, the Merger and the transactions contemplated thereby to the Board and that the Board recommend to the holders of the Company’s common stock that they approve such matters. On April 5, 2021, having received the Special Committee’s recommendation, the Board unanimously approved the Merger Agreement, the Merger and the transactions contemplated thereby and recommended their approval to the holders of the Company’s common stock.

Concurrent with the execution of the Merger Agreement, certain security holders of Sarcos (“Sarcos Holders”) entered into a lock-up agreement (each, a “Lock-up Agreement”) with the Company. Pursuant to the Lock-up Agreement, Sarcos Holders agreed, among other things, to the following transfer restrictions following the Closing: (i) Holders of shares of Sarcos preferred stock agreed, among other things, that (a) 50% of their shares may not be transferred, until the earlier to occur of (x) six months following Closing, and (y) 120 days following the Closing if the stock price of the Company’s common stock exceeds $13.00 for 20 trading days in any 30 consecutive trading day period, and (b) the remaining 50% of such shares may not be transferred for a period of one year following the Closing, and (ii) Holders of Sarcos’ common stock, options, restricted stock awards and restricted stock unit awards agreed, among other things, that (1) 20% of such securities may not be transferred until the earlier to occur of (a) 120 days after Closing if the stock price of the Company’s common stock exceeds $13.00 for 20 trading days in any 30 consecutive trading day period, and (b) 6 months after closing; and (2) the remaining 80% can be transferred at the earlier of (A) delivery to customers of at least twenty Guardian® XO® and/or Guardian® XT commercial units to customers of the Constituent Corporations (but in no event prior to the close of business on the one year anniversary of the date of Closing) and (B) the close of business on the second anniversary of the date of Closing.

Concurrent with the execution of the Merger Agreement, the Rotor Sarcos Holders, including the holders of all outstanding Company Warrants, entered into a lock-up agreement (the “Other Lock-up Agreement”) with the Company. Pursuant to the Other Lock-up Agreement, such stockholders agreed, among other things, to certain transfer restrictions for a period of one year following the Closing.

Concurrent with the execution of the Merger Agreement, the Company entered into subscription agreements (each, a “Subscription Agreement”) with certain investors (the “PIPE Investors”) pursuant to which, among other things, the PIPE Investors have agreed to subscribe for and purchase, and the Company has agreed to issue and sell to the PIPE Investors an aggregate of 22,000,000 shares of common stock of the Company, at a per share price of $10.00 for an aggregate purchase price of $220 million concurrent with the Closing, on the terms and subject to the conditions set forth therein (the “PIPE Financing”). The Subscription Agreement contains customary representations and warranties of the Company, on the one hand, and each PIPE Investor, on the other hand, and customary conditions to closing, including the consummation of the transactions contemplated by the Merger Agreement. Each Subscription Agreement provides that the Company will grant the PIPE Investors certain customary registration rights.

Prior to the Closing, the Company, Sponsor, certain holders of Class B Common Stock in the Company entered into a waiver agreement (the “Waiver Agreement”) pursuant to which Sponsor and certain other holders of Class B Common Stock in the Company have agreed, among other things, to irrevocably waive their respective anti-dilution and conversion rights set forth in the Company’s Amended and Restated Certificate of Incorporation and to forfeit a certain number of Rotor Class B Shares and Rotor Warrants.

The Merger Agreement contemplates that, at the Closing, the Company, the Sponsor, and certain Sarcos stockholders will enter into the Registration Rights Agreement pursuant to which, among other things, the Company will agree to undertake certain shelf registration obligations in accordance with the Securities Act of 1933, as amended (the “Securities Act”), and certain subsequent related transactions and obligations, including, among other things, undertaking certain registration obligations, and the preparation and filing of required documents.

Going Concern Consideration

At June 30, 2021, the Company had $14,538 in cash and a working capital deficit of $3,910,796 The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. There is no assurance that the Company’s plans to consummate a Business Combination or raise additional funds will be successful within the Combination Period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Risks and Uncertainties

Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

4 Months Ended

6 Months Ended

Dec. 31, 2020

Jun. 30, 2021

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and Stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS 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

Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Deferred Offering Costs

Deferred offering costs consisted of legal, accounting and other expenses incurred through the balance sheet date that were directly related to the Initial Public Offering. On January 20, 2021, offering costs amounting to $15,562,855 were charged to stockholder’s equity upon the completion of the Initial Public Offering (see Note 1). As of December 31, 2020, there were $137,336 of deferred offering costs recorded in the accompanying balance sheet.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

The provision for income taxes was deemed to be immaterial as of December 31, 2020.

Net Loss Per Common Share

Net loss per share of common stock is computed by dividing net loss by the weighted average number of common shares outstanding during the period, excluding shares of common stock subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 900,000 shares of Class B common stock that are subject

to forfeiture by the Sponsor if the over-allotment option is not exercised by the underwriter (see Note 5). At December 31, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s balance sheet, primarily due to their short-term nature.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the Condensed Consolidated Financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of June 30, 2021, the Company had cash equivalents of $14,538. The Company did not have any cash equivalents as of December 31, 2020.

Investments Held in Trust Account

At June 30, 2021, the assets held in the Trust Account were substantially held in money market funds.

Offering Costs

Offering costs amounting to $14,958,914 were charged to shareholders’ equity upon the completion of the Initial Public Offering, and $603,941 of the offering costs were related to the warrant liabilities and charged to the statements of operations. The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees that are related to the IPO. Accordingly, on January 20, 2021, offering costs totaling $15,562,855 (consisting of $5,520,000 in underwriters’ discount, $9,660,000 in deferred underwriters’ discount, and $382,855 other offering expenses) have been allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis compared to total proceeds received. Offering costs associated with warrant liabilities of $603,941 have been expensed and presented as non-operating expenses in the statements of operations and offering costs associated with the Class A ordinary shares have been charged to shareholders’ equity.

Warrant Liability

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, the 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 at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the warrants was estimated using a Binomial lattice model (see Note 9).

Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at June 30, 2021 and December 31, 2020, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets.

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

Income Taxes

FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The effective tax rate differs from the statutory tax rate for the period presented due to the valuation allowance recorded on the Company’s net operating losses and permanent differences.

Net income per Common Share

Net income per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 22,000,000 shares in the calculation of diluted income per share, since the inclusion of such warrants would be anti-dilutive.

The Company’s statements of operations include a presentation of income per share for common stock subject to possible redemption in a manner similar to the two-class method of income per share. Net income per common share, basic and diluted, for Class A common stock subject to possible redemption is calculated by dividing

the proportionate share of income or loss on investments held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of Class A common stock subject to possible redemption outstanding since original issuance.

Net income per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net income, adjusted for income or loss on investments attributable to Class A common stock subject to possible redemption, by the weighted average number of non-redeemable common stock outstanding for the period.

Non-redeemable common stock includes Founder Shares and non-redeemable shares of common stock as these shares do not have any redemption features. Non-redeemable common stock participates in the income or loss on investments based on non-redeemable shares’ proportionate interest.

The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts):

	Three Months Ended June 30,			Six Months Ended June 30,
	2021			2021
Class A common stock subject to possible redemption
Numerator: Earnings allocable to Class A common stock subject to possible redemption
Interest earned and unrealized gain on investments held in Trust Account	$	7,136		$	46,127
Less: interest available to be withdrawn for payment of taxes		(7,136	)		(46,127	)
Net income allocable to shares subject to possible redemption	$	—		$	—
Denominator: Weighted Average Class A common stock subject to possible redemption
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		27,432,558			22,803,959
Basic and diluted net income per share, Class A common stock subject to possible redemption	$	0.00		$	0.00
Non-Redeemable Common Stock
Numerator: Net loss minus Net Earnings allocable to common stock subject to possible redemption
Net loss	$	(14,001,087	)	$	(5,047,405	)
Less: Net income allocable to common stock subject to possible redemption		—			—
Non-Redeemable Net loss	$	(14,001,087	)	$	(5,047,405	)
Denominator: Weighted Average Non-redeemable Common stock
Basic and diluted weighted average shares outstanding, Non-redeemable Common stock		7,067,442			8,546,870
Basic and diluted net income per share, Non-redeemable Common stock	$	(1.98	)	$	(0.59	)

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature.

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

•

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

•

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

•

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s Condensed Consolidated Financial statements.

Initial Public Offering

4 Months Ended

6 Months Ended

Dec. 31, 2020

Jun. 30, 2021

Initial Public Offering [Abstract]

INITIAL PUBLIC OFFERING

NOTE 3 — INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering, the Company sold 27,600,000 Units which includes a full exercise by the underwriters of their over-allotment option in the amount of 3,600,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value, and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per whole share (see Note 7).

NOTE 3. INITIAL PUBLIC OFFERING

Private Placement

4 Months Ended

6 Months Ended

Dec. 31, 2020

Jun. 30, 2021

Private Placement [Abstract]

PRIVATE PLACEMENT

NOTE 4 — PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Sponsor and certain funds and accounts managed by two qualified institutional investors purchased an aggregate of 7,270,000 Private Placement Warrants, each exercisable to purchase one share of Class A common stock at a price of $11.50 per share, in a private placement. The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

In connection with the foregoing, the Company issued to the two qualified institutional investors an aggregate of 790,384 shares of Class B common stock upon consummation of the Initial Public Offering. The Company received an aggregate of $7,270,000 from these sales of Private Placement Warrants and shares of Class B common stock.

NOTE 4. PRIVATE PLACEMENT

Sponsor. As a result of the fair value of the private placement warrants exceeding the purchase price paid of the private placement warrants, the Company recorded an expense of $2,980,700.

Stockholders' Equity

4 Months Ended

6 Months Ended

Dec. 31, 2020

Jun. 30, 2021

Stockholders Equity Note [Abstract]

Equity

NOTE 7 — STOCKHOLDER’S EQUITY

Preferred Stock — The Company is authorized to issue 1,000,000 shares of $0.0001 par value preferred stock. At December 31, 2020, there were no shares of preferred stock issued or outstanding.

Redemption of Warrants When the Price per share of Class A common stock Equals or Exceeds $18.00 — Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants:

•

in whole and not in part;

•

at a price of $0.01 per Public Warrant;

•

upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

•

Redemption of Warrants When the Price per share of Class A common stock Equals or Exceeds $10.00 — Once the warrants become exercisable, the Company may redeem the outstanding warrants:

•

in whole and not in part;

•

if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like); and

•

NOTE 7. STOCKHOLDERS’ EQUITY

Class A Common Stock — The Company is authorized to issue up to 70,000,000 shares of Class A, $0.0001 par value common stock. Holders of the Company’s common stock are entitled to one vote for each share. As of June 30, 2021, there were 27,600,000 shares of Class A common stock subject to possible redemption. As of December 31, 2020, there were no shares of Class A common stock issued and outstanding.

Class B Common Stock — The Company is authorized to issue up to 12,500,000 shares of Class B, $0.0001 par value common stock. Holders of the Company’s common stock are entitled to one vote for each share. As of June 30, 2021 and December 31, 2020, there were 6,900,000 shares of Class B common stock issued and outstanding.

Summary of Significant Accounting Policies

4 Months Ended

6 Months Ended

Dec. 31, 2020

Jun. 30, 2021

Derivative Instruments And Hedging Activities Disclosure [Abstract]

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Emerging Growth Company

Use of Estimates

Deferred Offering Costs

Income Taxes

The provision for income taxes was deemed to be immaterial as of December 31, 2020.

Net Loss Per Common Share

Fair Value of Financial Instruments

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Use of Estimates

Cash and Cash Equivalents

Investments Held in Trust Account

At June 30, 2021, the assets held in the Trust Account were substantially held in money market funds.

Offering Costs

Warrant Liability

Class A Common Stock Subject to Possible Redemption

Income Taxes

FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The effective tax rate differs from the statutory tax rate for the period presented due to the valuation allowance recorded on the Company’s net operating losses and permanent differences.

Net income per Common Share

The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts):

	Three Months Ended June 30,			Six Months Ended June 30,
	2021			2021
Class A common stock subject to possible redemption
Numerator: Earnings allocable to Class A common stock subject to possible redemption
Interest earned and unrealized gain on investments held in Trust Account	$	7,136		$	46,127
Less: interest available to be withdrawn for payment of taxes		(7,136	)		(46,127	)
Net income allocable to shares subject to possible redemption	$	—		$	—
Denominator: Weighted Average Class A common stock subject to possible redemption
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		27,432,558			22,803,959
Basic and diluted net income per share, Class A common stock subject to possible redemption	$	0.00		$	0.00
Non-Redeemable Common Stock
Numerator: Net loss minus Net Earnings allocable to common stock subject to possible redemption
Net loss	$	(14,001,087	)	$	(5,047,405	)
Less: Net income allocable to common stock subject to possible redemption		—			—
Non-Redeemable Net loss	$	(14,001,087	)	$	(5,047,405	)
Denominator: Weighted Average Non-redeemable Common stock
Basic and diluted weighted average shares outstanding, Non-redeemable Common stock		7,067,442			8,546,870
Basic and diluted net income per share, Non-redeemable Common stock	$	(1.98	)	$	(0.59	)

Concentration of Credit Risk

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature.

Fair Value Measurements

•

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

•

Derivative Financial Instruments

Recent Accounting Standards

Warrant Liability

6 Months Ended

Jun. 30, 2021

WARRANT LIABILITY

NOTE 8. WARRANT LIABILITY

Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the consummation of a Business Combination or (b) one year from the closing of the Initial Public Offering. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation.

The Company has agreed that as soon as practicable, but in no event later than twenty business days after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the issuance of the shares of our Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. In addition, if the Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of the Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company elect to do so, the Company will not be required to file or maintain in effect a registration statement, but the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Redemption of Warrants When the Price per share of Class A common stock Equals or Exceeds $18.00 — Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants:

●

in whole and not in part;

●

at a price of $0.01 per Public Warrant;

●

upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

●

Redemption of Warrants When the Price per share of Class A common stock Equals or Exceeds $10.00 — Once the warrants become exercisable, the Company may redeem the outstanding warrants:

●

in whole and not in part;

●

if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like); and

●

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the common shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and will be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

Summary of Significant Accounting Policies (Policies)

4 Months Ended

6 Months Ended

12 Months Ended

Dec. 31, 2020

Jun. 30, 2021

Dec. 31, 2020

Summaryof Significant Accounting Policies Details [Line Items]

Use of Estimates

Concentration of Credit Risk

Cash and Cash Equivalents

Income Taxes

The provision for income taxes was deemed to be immaterial as of December 31, 2020.

Income Taxes

FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The effective tax rate differs from the statutory tax rate for the period presented due to the valuation allowance recorded on the Company’s net operating losses and permanent differences.

Net Loss Per Share Attributable to Common Stockholders

Net Loss Per Common Share

Net income per Common Share

The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts):

	Three Months Ended June 30,			Six Months Ended June 30,
	2021			2021
Class A common stock subject to possible redemption
Numerator: Earnings allocable to Class A common stock subject to possible redemption
Interest earned and unrealized gain on investments held in Trust Account	$	7,136		$	46,127
Less: interest available to be withdrawn for payment of taxes		(7,136	)		(46,127	)
Net income allocable to shares subject to possible redemption	$	—		$	—
Denominator: Weighted Average Class A common stock subject to possible redemption
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		27,432,558			22,803,959
Basic and diluted net income per share, Class A common stock subject to possible redemption	$	0.00		$	0.00
Non-Redeemable Common Stock
Numerator: Net loss minus Net Earnings allocable to common stock subject to possible redemption
Net loss	$	(14,001,087	)	$	(5,047,405	)
Less: Net income allocable to common stock subject to possible redemption		—			—
Non-Redeemable Net loss	$	(14,001,087	)	$	(5,047,405	)
Denominator: Weighted Average Non-redeemable Common stock
Basic and diluted weighted average shares outstanding, Non-redeemable Common stock		7,067,442			8,546,870
Basic and diluted net income per share, Non-redeemable Common stock	$	(1.98	)	$	(0.59	)

Recently Adopted and Issued Accounting Standard Pronouncements

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Recent Accounting Standards

Basis of Presentation and Summary of Significant Accounting Policies

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Emerging Growth Company

Use of Estimates

Deferred Offering Costs

Income Taxes

The provision for income taxes was deemed to be immaterial as of December 31, 2020.

Net Loss Per Common Share

Fair Value of Financial Instruments

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Use of Estimates

Cash and Cash Equivalents

Investments Held in Trust Account

At June 30, 2021, the assets held in the Trust Account were substantially held in money market funds.

Offering Costs

Warrant Liability

Class A Common Stock Subject to Possible Redemption

Income Taxes

FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The effective tax rate differs from the statutory tax rate for the period presented due to the valuation allowance recorded on the Company’s net operating losses and permanent differences.

Net income per Common Share

The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts):

	Three Months Ended June 30,			Six Months Ended June 30,
	2021			2021
Class A common stock subject to possible redemption
Numerator: Earnings allocable to Class A common stock subject to possible redemption
Interest earned and unrealized gain on investments held in Trust Account	$	7,136		$	46,127
Less: interest available to be withdrawn for payment of taxes		(7,136	)		(46,127	)
Net income allocable to shares subject to possible redemption	$	—		$	—
Denominator: Weighted Average Class A common stock subject to possible redemption
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		27,432,558			22,803,959
Basic and diluted net income per share, Class A common stock subject to possible redemption	$	0.00		$	0.00
Non-Redeemable Common Stock
Numerator: Net loss minus Net Earnings allocable to common stock subject to possible redemption
Net loss	$	(14,001,087	)	$	(5,047,405	)
Less: Net income allocable to common stock subject to possible redemption		—			—
Non-Redeemable Net loss	$	(14,001,087	)	$	(5,047,405	)
Denominator: Weighted Average Non-redeemable Common stock
Basic and diluted weighted average shares outstanding, Non-redeemable Common stock		7,067,442			8,546,870
Basic and diluted net income per share, Non-redeemable Common stock	$	(1.98	)	$	(0.59	)

Concentration of Credit Risk

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature.

Fair Value Measurements

•

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

•

Derivative Financial Instruments

Recent Accounting Standards

Basis of Presentation

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Deferred Offering Costs

Offering Costs

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature.

Investments Held in Trust Account

At June 30, 2021, the assets held in the Trust Account were substantially held in money market funds.

Warrant Liability

Class A Common Stock Subject to Possible Redemption

Fair Value Measurements

•

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

•

Derivative Financial Instruments

Summaryof Significant Accounting Policies Details [Line Items]

Basis of Presentation and Consolidation

The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S.A. (“GAAP”).

Basis of Presentation and Consolidation

COVID-19 Pandemic

Use of Estimates

Liquidity and Capital Resources

Concentration of Credit Risk

Accounts receivable

Revenue

	2020		2019
Customer A	$	2,222	$	4,419
Customer B		2,156		—
Customer C		1,066		2,296
Customer D		—		2,018

Cash and Cash Equivalents

Accounts Receivable

Inventories

Property and Equipment

		Useful life
Robotics and manufacturing equipment		1 – 10 years
Computer equipment		3 years
Software		3 years
Furnitures and fixtures		3 years
Leasehold improvements		Lesser of the useful life or the remaining term of the lease

Impairment of Property and Equipment

Revenue Recognition

Revenues from Contracts with Customers

Research and Development Services

Robotic Product Sales

The revenue recognized for Research and Development Services and Robotic Product Sales were as follows:

	For the three months ended June 30				For the six months ended June 30
	2021		2020		2021		2020
Research and Development Services	$	1,030	$	1,402	$	2,630	$	3,434
Robotic Product		113		306		312		448
Total Revenue	$	1,143	$	1,708	$	2,942	$	3,882

Contract Balances

The opening and closing balances of our accounts receivable, unbilled receivables, contract assets and deferred revenues are as follows:

	Accounts receivable			Unbilled receivable			Contract assets (current)			Contract assets (long-term)			Deferred revenue (current)
Opening Balance as of December 31, 2019	$	916		$	868		$	195		$	110		$	200
Increase/(decrease), net		135			(649	)		(102	)		(17	)		(143	)
Ending Balance as of December 31, 2020		1,051			219			93			93			57
Increase/(decrease), net		(665	)		104			128			(57	)		(52	)
Ending Balance as of June 30, 2021	$	386		$	323		$	221		$	36		$	5

The Company recorded its Current contract assets, Long-term contract assets and Current deferred revenue within Other assets, other non-current assets and other current liabilities, respectively.

Remaining performance obligations

Revenue Recognition

project. The Company analyzes contract modifications to determine if they should be accounted for as a modification to an existing contract or a new stand-alone contract.

Revenues from Contracts with Customers

Research and Development Services

Fixed-price contracts – Fixed-price development contracts relate primarily to the development of technology in the area of robotics. Fixed-price development contracts generally require a significant service of integrating a complex set of tasks and components into a single deliverable. Revenue on fixed-price contracts is generally recognized over time as goods and services are provided. The Company has not experienced a loss on a fixed-price contract. To the extent our actual costs vary from the fixed fee, we will generate more or less profit or could incur a loss. In accordance with ASC 606, for the fixed price contracts, the Company will recognize losses at the contract level in earnings in the period in which they are incurred.

Robotic Product

Disaggregation of revenue

Revenue, disaggregated by type, is as follows:

	As of December 31,
	2020		2019
Research and Development Services	$	6,811	$	9,315
Robotic Product		2,002		835
Total Revenue	$	8,813	$	10,150

Information about Contract Balances

The opening and closing balances of our accounts receivable, unbilled receivables, contract assets and deferred revenues are as follows:

	Accounts receivable		Unbilled receivable			Contract assets (current)			Contract assets (long- term)			Deferred revenue (current)
Opening Balance as of December 31, 2018	$	413	$	220		$	82		$	—		$	—
Increase		503		648			113			110			200
Opening Balance as of December 31, 2019		916		868			195			110			200
Increase/(decrease), net		135		(649	)		(102	)		(17	)		(143	)
Ending Balance as of December 31, 2020	$	1,051	$	219		$	93		$	93		$	57

Remaining performance obligations

Research and Development Costs

Research and development expenses consist of costs incurred for experimentation, design, and testing that are expensed as incurred.

Sales and Marketing

Stock-Based Compensation

Income Taxes

determined not to be realizable in the future, an adjustment to the valuation allowance would be charged to earnings in the period such determination is made.

Net Loss Per Share Attributable to Common Stockholders

Recently Adopted and Issued Accounting Standard Pronouncements

Recently Issued Accounting Standard Pronouncements

period under the JOBS Act until such time as the Company is no longer considered to be an EGC. The adoption dates discussed below reflect this election.

Recently Adopted Accounting Standard Pronouncements

Recently Issued Accounting Standard Pronouncements

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 is intended to simplify the accounting for income taxes by removing certain exceptions to the general principles and to simplify areas such as franchise taxes, step up in tax basis goodwill, separate entity financial statements and interim recognition of enactment of tax laws or rate changes The ASU is effective for the Company beginning January 1, 2022. The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements.

Basis of Presentation and Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

and/or the overall economy continue to be impacted for an extended period, Sarcos operations and financial results may be adversely affected.

SARCOS CORP. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

1. Basis of Presentation and Summary of Significant Accounting Policies

Description of the business

Basis of Presentation and Consolidation

The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S.A. (“GAAP”).

Summary of Significant Accounting Policies

and/or the overall economy continue to be impacted for an extended period, Sarcos operations and financial results may be adversely affected.

Liquidity and Capital Resources

Revenue Recognition

Revenues from Contracts with Customers

Research and Development Services

Robotic Product Sales

The revenue recognized for Research and Development Services and Robotic Product Sales were as follows:

	For the three months ended June 30				For the six months ended June 30
	2021		2020		2021		2020
Research and Development Services	$	1,030	$	1,402	$	2,630	$	3,434
Robotic Product		113		306		312		448
Total Revenue	$	1,143	$	1,708	$	2,942	$	3,882

Contract Balances

The opening and closing balances of our accounts receivable, unbilled receivables, contract assets and deferred revenues are as follows:

	Accounts receivable			Unbilled receivable			Contract assets (current)			Contract assets (long-term)			Deferred revenue (current)
Opening Balance as of December 31, 2019	$	916		$	868		$	195		$	110		$	200
Increase/(decrease), net		135			(649	)		(102	)		(17	)		(143	)
Ending Balance as of December 31, 2020		1,051			219			93			93			57
Increase/(decrease), net		(665	)		104			128			(57	)		(52	)
Ending Balance as of June 30, 2021	$	386		$	323		$	221		$	36		$	5

The Company recorded its Current contract assets, Long-term contract assets and Current deferred revenue within Other assets, other non-current assets and other current liabilities, respectively.

Remaining performance obligations

Recently Issued Accounting Standard Pronouncements

period under the JOBS Act until such time as the Company is no longer considered to be an EGC. The adoption dates discussed below reflect this election.

1. Basis of Presentation and Summary of Significant Accounting Policies

Description of the business

Basis of Presentation and Consolidation

COVID-19 Pandemic

Use of Estimates

Liquidity and Capital Resources

Concentration of Credit Risk

Accounts receivable

Revenue

	2020		2019
Customer A	$	2,222	$	4,419
Customer B		2,156		—
Customer C		1,066		2,296
Customer D		—		2,018

Cash and Cash Equivalents

Accounts Receivable

Inventories

Property and Equipment

		Useful life
Robotics and manufacturing equipment		1 – 10 years
Computer equipment		3 years
Software		3 years
Furnitures and fixtures		3 years
Leasehold improvements		Lesser of the useful life or the remaining term of the lease

Impairment of Property and Equipment

Revenue Recognition

project. The Company analyzes contract modifications to determine if they should be accounted for as a modification to an existing contract or a new stand-alone contract.

Revenues from Contracts with Customers

Research and Development Services

Fixed-price contracts – Fixed-price development contracts relate primarily to the development of technology in the area of robotics. Fixed-price development contracts generally require a significant service of integrating a complex set of tasks and components into a single deliverable. Revenue on fixed-price contracts is generally recognized over time as goods and services are provided. The Company has not experienced a loss on a fixed-price contract. To the extent our actual costs vary from the fixed fee, we will generate more or less profit or could incur a loss. In accordance with ASC 606, for the fixed price contracts, the Company will recognize losses at the contract level in earnings in the period in which they are incurred.

Robotic Product

Disaggregation of revenue

Revenue, disaggregated by type, is as follows:

	As of December 31,
	2020		2019
Research and Development Services	$	6,811	$	9,315
Robotic Product		2,002		835
Total Revenue	$	8,813	$	10,150

Information about Contract Balances

The opening and closing balances of our accounts receivable, unbilled receivables, contract assets and deferred revenues are as follows:

	Accounts receivable		Unbilled receivable			Contract assets (current)			Contract assets (long- term)			Deferred revenue (current)
Opening Balance as of December 31, 2018	$	413	$	220		$	82		$	—		$	—
Increase		503		648			113			110			200
Opening Balance as of December 31, 2019		916		868			195			110			200
Increase/(decrease), net		135		(649	)		(102	)		(17	)		(143	)
Ending Balance as of December 31, 2020	$	1,051	$	219		$	93		$	93		$	57

Remaining performance obligations

Research and Development Costs

Research and development expenses consist of costs incurred for experimentation, design, and testing that are expensed as incurred.

Sales and Marketing

Stock-Based Compensation

Income Taxes

determined not to be realizable in the future, an adjustment to the valuation allowance would be charged to earnings in the period such determination is made.

Net Loss Per Share Attributable to Common Stockholders

Recently Adopted Accounting Standard Pronouncements

Recently Issued Accounting Standard Pronouncements

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 is intended to simplify the accounting for income taxes by removing certain exceptions to the general principles and to simplify areas such as franchise taxes, step up in tax basis goodwill, separate entity financial statements and interim recognition of enactment of tax laws or rate changes The ASU is effective for the Company beginning January 1, 2022. The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements.

Basis of Presentation and Summary of Significant Accounting Policies (Tables) - Sarcos Corp and Subsidiaries

6 Months Ended

12 Months Ended

Jun. 30, 2021

Dec. 31, 2020

Summaryof Significant Accounting Policies Details [Line Items]

Summary of the Total Amount of Revenue for Each Such Customer

The revenue recognized for Research and Development Services and Robotic Product Sales were as follows:

	For the three months ended June 30				For the six months ended June 30
	2021		2020		2021		2020
Research and Development Services	$	1,030	$	1,402	$	2,630	$	3,434
Robotic Product		113		306		312		448
Total Revenue	$	1,143	$	1,708	$	2,942	$	3,882

The total amount of revenue for each such customer was as follows:

	2020		2019
Customer A	$	2,222	$	4,419
Customer B		2,156		—
Customer C		1,066		2,296
Customer D		—		2,018

Revenue, disaggregated by type, is as follows:

	As of December 31,
	2020		2019
Research and Development Services	$	6,811	$	9,315
Robotic Product		2,002		835
Total Revenue	$	8,813	$	10,150

Summary of Estimated Useful Lives by Asset Classification

Property and equipment, net consist of the following:

	June 30, 2021			December 31, 2020
Robotics and manufacturing equipment	$	796		$	659
Leasehold improvements		154			154
Computer equipment		568			568
Capital leased computer equipment		386			386
Software		378			359
Other fixed assets		147			147
Construction in progress		3,181			141
Property and equipment, gross		5,610			2,414
Accumulated depreciation and amortization		(1,209	)		(989	)
Property and equipment, net	$	4,401		$	1,425

The estimated useful lives by asset classification are generally as follows:

		Useful life
Robotics and manufacturing equipment		1 – 10 years
Computer equipment		3 years
Software		3 years
Furnitures and fixtures		3 years
Leasehold improvements		Lesser of the useful life or the remaining term of the lease

Property and equipment, net consist of the following:

	As of December 31,
	2020			2019
Robotics and manufacturing equipment	$	659		$	606
Leasehold improvements		154			154
Computer equipment		568			418
Capital leased computer equipment		386			—
Software		359			286
Furniture and fixtures		7			7
Construction in progress		141			—
Other fixed assets		140			—
		2,414			1,471
Accumulated depreciation and amortization		(989	)		(560	)
Property and equipment, net	$	1,425			911

Depreciation and amortization expense were $458 and $297, for the years ended December 31, 2020 and 2019, respectively.

Summary of Opening and Closing Balances of Our Accounts Receivable, Unbilled Receivables, Contract Assets and Deferred Revenues

The opening and closing balances of our accounts receivable, unbilled receivables, contract assets and deferred revenues are as follows:

	Accounts receivable			Unbilled receivable			Contract assets (current)			Contract assets (long-term)			Deferred revenue (current)
Opening Balance as of December 31, 2019	$	916		$	868		$	195		$	110		$	200
Increase/(decrease), net		135			(649	)		(102	)		(17	)		(143	)
Ending Balance as of December 31, 2020		1,051			219			93			93			57
Increase/(decrease), net		(665	)		104			128			(57	)		(52	)
Ending Balance as of June 30, 2021	$	386		$	323		$	221		$	36		$	5

The opening and closing balances of our accounts receivable, unbilled receivables, contract assets and deferred revenues are as follows:

	Accounts receivable		Unbilled receivable			Contract assets (current)			Contract assets (long- term)			Deferred revenue (current)
Opening Balance as of December 31, 2018	$	413	$	220		$	82		$	—		$	—
Increase		503		648			113			110			200
Opening Balance as of December 31, 2019		916		868			195			110			200
Increase/(decrease), net		135		(649	)		(102	)		(17	)		(143	)
Ending Balance as of December 31, 2020	$	1,051	$	219		$	93		$	93		$	57

Fair Value Measurements (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2021

Dec. 31, 2020

Schedule Of Assets Measured At Fair Value On Recurring Basis

The fair value of the Company’s financial assets measured at fair value on a recurring basis was determined using the following inputs:

	As of December 31, 2020
	Level I		Level II		Level III		Fair Value
Financial Assets:
Cash equivalents:
Money market funds	$	31,726	$	—	$	—	$	31,726
Total financial assets	$	31,726	$	—	$	—	$	31,726

	As of December 31, 2019
	Level I		Level II		Level III		Fair Value
Financial Assets:
Cash equivalents:
Money market funds	$	1,190	$	—	$	—	$	1,190
Total financial assets	$	1,190	$	—	$	—	$	1,190

Description	Level		June 30, 2021		December 31, 2020
Assets:
Investments held in Trust Account – Money Market Fund		1	$	276,046,127	$	—
Liabilities:
Warrant Liability – Public Warrants		1	$	16,974,000		—
Warrant Liability – Private Placement Warrants		3		8,942,100		—

Schedule of fair value of warrant liabilities

The following table provides quantitative information regarding Level 3 fair value measurements at January 20, 2021 (Initial Measurement) and June 30, 2021 (Private Placement Warrants only):

	At
	January 20,			As of
	2021 (Initial measurement)			June 30, 2021
Stock price	$	10.45		$	9.98
Strike price	$	11.50		$	11.50
Volatility		20.5	%		18.0	%
Risk-free rate		0.62	%		.91	%
Dividend yield		0.0	%		0.0	%
Fair value of warrants	$	1.41		$	1.23

The following table presents the changes in the fair value of warrant liabilities:

	Private Placement			Public			Warrant Liabilities
Fair value as of January 1, 2021	$	—		$	—		$	—
Initial measurement on January 20, 2021		10,250,700			19,458,000			29,708,700
Change in valuation inputs or other assumptions		(1,308,600	)		(2,484,000	)		(3,792,600	)
Fair value as of June 30, 2021	$	8,942,100		$	16,974,000		$	25,916,100

Schedule Of Assets Measured At Fair Value On Recurring Basis

The fair value of the Company’s financial assets measured at fair value on a recurring basis was determined using the following inputs:

	As of June 30, 2021
	Level 1		Level 2		Level 3		Fair Value
Financial Assets:
Cash equivalents:
Money market funds	$	15,838	$	—	$	—	$	15,838
Total financial assets	$	15,838	$	—	$	—	$	15,838

	As of December 31, 2020
	Level 1		Level 2		Level 3		Fair Value
Financial Assets:
Cash equivalents:
Money market funds	$	31,726	$	—	$	—	$	31,726
Total financial assets	$	31,726	$	—	$	—	$	31,726

Schedule Of Balance Sheet Components [Line Items]

The per share fair values of stock options granted and the assumptions used in estimating fair value were as follows:

	June 30, 2021			December 31, 2020
Options
Fair value of common stock	$	27.69		$	3.69
Risk-free interest rate		1.047	%		0.51	%
Expected term (in years)	6.14			6.06
Expected dividend yield		0.00	%		0.00	%
Expected volatility		68.25	%		64.98	%

	As of December 31,
	2020			2019
Options
Fair value of common stock	$	3.69		$	3.66
Risk-free interest rate		0.51	%		1.98	%
Expected term (in years)		6.06			6.91
Expected dividend yield		0.00	%		0.00	%
Expected volatility		64.98	%		62.46	%

Balance Sheet Components (Tables) - Sarcos Corp and Subsidiaries

6 Months Ended

12 Months Ended

Jun. 30, 2021

Dec. 31, 2020

Inventories

Inventories, consist of the following:

	June 30, 2021		December 31, 2020
Raw materials	$	679	$	516
Work-in-process		285		100
Finished goods		295		91
Total Inventories	$	1,259	$	707

Inventories, consist of the following:

	As of December 31,
	2020		2019
Raw materials	$	516	$	371
Work-in-process		100		151
Finished goods		91		626
Total Inventories	$	707		1,148

Finished goods are shown net of valuation reserve of $176 and $53 as of December 31, 2020 and 2019, respectively.

Prepaid expenses and other current assets

Prepaid expenses and other current assets consist of the following:

	June 30, 2021		December 31, 2020
Prepaid rent and other expense	$	623	$	313
Software		476		287
Other assets		276		93
Total prepaid expenses and other current assets	$	1,375	$	693

Prepaid expenses and other current assets consist of the following:

	As of December 31,
	2020		2019
Software subscriptions	$	287	$	160
Prepaid rent		100		—
Deposits for inventory purchases		71		—
Prepaid insurance		34		38
Security deposits		22		17
Other prepaid expenses		86		139
Total prepaid expenses and other current assets	$	600	$	354

Summary of Estimated Useful Lives by Asset Classification

Property and equipment, net consist of the following:

	June 30, 2021			December 31, 2020
Robotics and manufacturing equipment	$	796		$	659
Leasehold improvements		154			154
Computer equipment		568			568
Capital leased computer equipment		386			386
Software		378			359
Other fixed assets		147			147
Construction in progress		3,181			141
Property and equipment, gross		5,610			2,414
Accumulated depreciation and amortization		(1,209	)		(989	)
Property and equipment, net	$	4,401		$	1,425

The estimated useful lives by asset classification are generally as follows:

		Useful life
Robotics and manufacturing equipment		1 – 10 years
Computer equipment		3 years
Software		3 years
Furnitures and fixtures		3 years
Leasehold improvements		Lesser of the useful life or the remaining term of the lease

Property and equipment, net consist of the following:

	As of December 31,
	2020			2019
Robotics and manufacturing equipment	$	659		$	606
Leasehold improvements		154			154
Computer equipment		568			418
Capital leased computer equipment		386			—
Software		359			286
Furniture and fixtures		7			7
Construction in progress		141			—
Other fixed assets		140			—
		2,414			1,471
Accumulated depreciation and amortization		(989	)		(560	)
Property and equipment, net	$	1,425			911

Depreciation and amortization expense were $458 and $297, for the years ended December 31, 2020 and 2019, respectively.

Other non-current liabilities

Accrued liabilities consist of the following:

	June 30, 2021		December 31, 2020
Payroll and payroll taxes	$	617	$	648
CARES Act deferred payroll taxes		286		286
Consulting and professional services		222		125
Other current liabilities		705		196
Total accrued liabilities	$	1,830	$	1,255

Accrued liabilities consist of the following:

	As of December 31,
	2020		2019
Payroll and payroll taxes	$	648	$	342
CARES Act deferred payroll taxes		286		—
Consulting and professional services		125		29
Capital leases		70		—
Equipment and supplies		9		176
Employee reimbursements		—		48
Other current liabilities		60		176
Total accrued liabilities	$	1,198	$	771

Other non-current liabilities consist of the following:

	June 30, 2021		December 31, 2020
CARES Act deferred payroll taxes	$	286	$	286
Capital leases		244		239
Deferred rent and lease incentive obligation		1,507		1
Other		7		—
Total other non-current liabilities	$	2,044	$	526

Other non-current liabilities consist of the following:

	As of December 31,
	2020		2019
CARES Act deferred payroll taxes	$	286	$	—
Capital leases		239		—
Deferred rent		—		8
Other non-current liabilities		1		—
Total other non-current liabilities	$	526	$	8

Notes Payable (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2021

Dec. 31, 2020

Summary of Convertible Preferred Stock

Short Term Debt [Line Items]

Summary of Notes Payable

Notes payable consisted of the following:

	June 30,		December 31,
	2021		2020
First PPP Loan	$	—	$	2,394
Second PPP Loan		2,000		—
Total Notes payable		2,000		2,394
Less: Notes payable, current portion		—		1,328
Notes payable, net of current portion	$	2,000	$	1,066

As of June 30, 2021, the scheduled principal payments of the Company's PPP loan, shown if the loan is not forgiven, were as follows:

2021 (Remaining)	$	—
2022	241
2023	535
2024	541
2025	546
2026	137
Total	$	2,000

The follow table presents the scheduled principal payments of the Company's PPP loan note payable as of December 31, 2020, shown if the loan is not forgiven:

Period	Amount
Current portion	$	1,328
Long-term portion (all due in 2022)		1,066
Note payable	$	2,394

Equity (Tables) - Sarcos Corp and Subsidiaries

6 Months Ended

12 Months Ended

Jun. 30, 2021

Dec. 31, 2020

The following table is a summary of the Convertible Preferred Stock as of December 31, 2020⁽¹⁾:

Series	Shares Authorized		Shares Issued and Outstanding		Aggregate Liquidation Value		Proceeds, Net of Issuance Costs		Issue Price per Share
Series A		5,421,446		5,421,446	$	15,723	$	15,531	$	2.9002
Series B		3,158,338		3,158,338		30,050		29,993		9.5145
Series C		3,532,228		3,532,228		40,000		39,867		11.3243
Total		12,112,012		12,112,012	$	85,773	$	85,391

(1)

Summary of Convertible Preferred Stock

The following table is a summary of the Convertible Preferred Stock as of June 30, 2021⁽¹⁾:

Series	Shares Authorized		Shares Issued and Outstanding		Aggregate Liquidation Value		Proceeds, Net of Issuance Costs		Issue Price per Share
Series A		5,421,446		5,421,446	$	15,723	$	15,531	$	2.9002
Series B		3,158,338		3,158,338		30,050		29,993	$	9.5145
Series C		3,532,228		3,532,228		40,000		39,867	$	11.3243
Total		12,112,012		12,112,012	$	85,773	$	85,391

(1)

Stock-based Compensation (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2021

Dec. 31, 2020

Share Based Compensation Arrangement By Share Based Payment Award [Line Items]

The following table provides quantitative information regarding Level 3 fair value measurements at January 20, 2021 (Initial Measurement) and June 30, 2021 (Private Placement Warrants only):

	At
	January 20,			As of
	2021 (Initial measurement)			June 30, 2021
Stock price	$	10.45		$	9.98
Strike price	$	11.50		$	11.50
Volatility		20.5	%		18.0	%
Risk-free rate		0.62	%		.91	%
Dividend yield		0.0	%		0.0	%
Fair value of warrants	$	1.41		$	1.23

Share Based Compensation Arrangement By Share Based Payment Award [Line Items]

Schedule of Stock Options Activity

The following summarizes the Company’s stock option activity for the six months ended June 30, 2021:

	Options Outstanding				Weighted- Average Remaining
	Number of Shares		Weighted Average Exercise Price		Contractual Term (in years)		Aggregate Intrinsic Value
Outstanding – December 31, 2020		1,536,897	$	3.04		6.83	$	5,058
Granted		349,750		45.05
Exercised		(4,800)		4.23
Cancelled		(116,210)		4.48
Outstanding – June 30, 2021		1,765,637	$	11.26		6.56	$	59,655
Vested and expected to vest – June 30, 2021		1,765,637	$	11.26		6.56	$	59,655
Exercisable – June 30, 2021		955,972	$	2.08		5.24	$	41,077

The following summarizes the Company’s stock option activity during 2020 and 2019:

	Options Outstanding					Weighted- Average Remaining Contractual Term (in years)
	Number of Shares			Weighted Average Exercise Price				Aggregate Intrinsic Value
Outstanding – December 31, 2018		1,447,968		$	2.10		8.09	$	4,835
Granted		287,732			5.69
Exercised		(5,286	)		2.92
Cancelled		(221,626	)		4.17
Outstanding – December 31, 2019		1,508,788		$	2.48		7.36		5,848
Granted		388,750			6.33
Exercised		(62,109	)		2.00
Cancelled		(298,532	)		4.70
Outstanding – December 31, 2020		1,536,897		$	3.04		6.83	$	5,058
Vested and expected to vest – December 31, 2020		1,536,897		$	3.04		6.83	$	5,058
Exercisable – December 31, 2020		987,256		$	1.68		5.78	$	4,592

Summary of Restricted Stock Award Activity

The following summarizes the Company’s employee restricted stock units activity for the six months ended June 30, 2021:

	Restricted Stock Units Outstanding
	Number of Shares		Weighted-Average Grant-Date Fair Value
Outstanding – December 31, 2020		175,703	$	6.04
Granted		40,000		45.05
Outstanding – June 30, 2021		215,703	$	13.51

The following summarizes the Company’s employee restricted stock awards activity for the six months ended June 30, 2021:

	Restricted Stock Awards Outstanding
	Number of Shares		Weighted-Average Grant-Date Fair Value
Outstanding – December 31, 2020		—	$	—
Granted		1,000,000		45.05
Outstanding – June 30, 2021		1,000,000	$	45.05

The following summarizes the Company’s employee restricted stock awards activity during 2020 and 2019:

	Restricted Stock Awards Outstanding
	Number of Shares			Weighted- Average Grant-Date Fair Value
Outstanding – December 31, 2018		—		$	—
Granted		283,599			6.02
Outstanding – December 31, 2019		283,599		$	6.02
Granted		75,000			6.29
Cancelled		(182,896	)		6.12
Outstanding – December 31, 2020		175,703		$	6.04

Schedule of Stock Based Compensation Expense

The per share fair values of stock options granted and the assumptions used in estimating fair value were as follows:

	June 30, 2021			December 31, 2020
Options
Fair value of common stock	$	27.69		$	3.69
Risk-free interest rate		1.047	%		0.51	%
Expected term (in years)	6.14			6.06
Expected dividend yield		0.00	%		0.00	%
Expected volatility		68.25	%		64.98	%

	As of December 31,
	2020			2019
Options
Fair value of common stock	$	3.69		$	3.66
Risk-free interest rate		0.51	%		1.98	%
Expected term (in years)		6.06			6.91
Expected dividend yield		0.00	%		0.00	%
Expected volatility		64.98	%		62.46	%

The Company recognized stock-based compensation expense under the Plan in the condensed consolidated statement of operations as follows:

	June 30, 2021		June 30, 2020
Cost of revenue	$	43	$	53
Research and development		134		81
Sales and marketing		22		20
General and administrative		193		220
Total stock-based compensation expense	$	392	$	374

The Company recognizes stock-based compensation expense under the Plan in the consolidated statement of operations as follows:

	December 31, 2020		December 31, 2019
Cost of revenue	$	109	$	140
Research and development		249		304
Sales and marketing		45		54
General and administrative		370		139
Total stock-based compensation expense	$	773	$	637

Schedule of Summary of Weighted Average Fair Value Per Share

The following is a summary of the weighted-average fair value per share:

	June 30, 2021
Granted	$	27.55
Exercised	$	4.23
Cancelled	$	2.75
Unvested	$	15.35

The following is a summary of the weighted-average fair value per share:

	December 31, 2020		December 31, 2019
Granted	$	3.69	$	3.66
Exercised	$	1.32	$	2.62
Cancelled	$	3.24	$	2.99
Unvested	$	3.49	$	3.73

Net Loss Per Share (Tables) - Sarcos Corp and Subsidiaries

6 Months Ended

12 Months Ended

Jun. 30, 2021

Dec. 31, 2020

Schedule of Basic and Diluted Net Loss Per Share

The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders for the three months ended June 30, 2021 and 2020:

	For the three months ended June 30,
	2021						2020
	Class A			Class B			Class A			Class B
Numerator:
Net loss attributable to common stockholders	$	(113	)	$	(5,107	)	$	(83	)	$	(5,122	)
Denominator:
Weighted average shares outstanding, basic and diluted		176,445			8,000,001			123,141			7,663,919
Basic and diluted net loss per share	$	(0.64	)	$	(0.64	)	$	(0.67	)	$	(0.67	)

The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders for the six months ended June 30, 2021 and 2020:

	For the six months ended June 30,
	2021						2020
	Class A			Class B			Class A			Class B
Numerator:
Net loss attributable to common stockholders	$	(224	)	$	(10,194	)	$	(156	)	$	(10,000	)
Denominator:
Weighted average shares outstanding, basic and diluted		176,000			8,000,001			118,106			7,538,919
Basic and diluted net loss per share	$	(1.27	)	$	(1.27	)	$	(1.33	)	$	(1.33	)

The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders for the year ended December 31, 2020 and 2019:

	December 31, 2020						December 31, 2019
	Class A			Class B			Class A			Class B
Numerator:
Net loss attributable to common stockholders	$	(369	)	$	(20,557	)	$	(275	)	$	(17,765	)
Denominator:
Weighted average shares outstanding, basic and diluted		138,898			7,748,862			105,163			6,791,095
Basic and diluted net loss per share	$	(2.65	)	$	(2.65	)	$	(2.62	)	$	(2.62	)

Schedule of Shares Excluded from Computation of Diluted Net Loss Per Share

The following table discloses securities that could potentially dilute basic net loss per share in the future that were not included in the computation of diluted net loss per share:

	For the six months ended June 30,
	2021		2020
Convertible preferred stock		12,112,012		12,112,012
Outstanding stock options and restricted stock units		1,981,340		1,975,428
Outstanding restricted stock awards		1,000,000		—
Warrants to purchase Class A common stock		250,000		62,500

The following table discloses securities that could potentially dilute basic net loss per share in the future that were not included in the computation of diluted net loss per share:

	Years Ended December 31,
	2020		2019
Convertible preferred stock		12,112,012		8,579,784
Outstanding stock options and restricted stock awards		1,712,600		1,792,387
Warrants to purchase Class A common stock		250,000		—
Founders shares subject to repurchase		—		750,000

Income Taxes (Tables) - Sarcos Corp and Subsidiaries

12 Months Ended

Dec. 31, 2020

Operating Loss Carryforwards [Line Items]

Schedule of Provision for Income Taxes

The provision for income taxes consists of the following:

	Years Ended December 31,
	2020			2019
Current:
Federal	$	—		$	—
State		1			1
Total current		1			1
Deferred:
Federal		4,142			2,294
State		1,144			1,190
Change in valuation allowance		(5,286	)		(3,484	)
Total deferred		—			—
Total provision for income taxes	$	1		$	1

Schedule of Statutory Federal Income Tax Rate to Income Before Taxes

The provision for income tax differs from the amount computed by applying the statutory federal income tax rate to income before taxes as follows:

	Years Ended December 31,
	2020			2019
Statutory federal income tax rate		21.0	%		21.0	%
State tax provision		3.7			3.3
Change in valuation allowance		(25.3	)		(19.3	)
Research credits		3.0			(1.9	)
Permanent differences		(2.4	)		(3.7	)
Other		0.0			0.6
Total provision for income taxes		0.0	%		0.0	%

Schedule of Deferred Tax Assets

As of December 31, 2020 and 2019, the net deferred tax asset consisted of the following:

	December 31,
	2020			2019
Deferred tax assets:
Accrued expenses	$	192		$	—
Stock compensation		479			341
Research credits		1,939			1,309
Net operating loss carryforwards		12,838			8,418
Total gross deferred tax assets		15,448			10,068
Less valuation allowance		(15,151	)		(9,865	)
Total deferred tax assets		297			203
Deferred tax liabilities:
Property and equipment		(297	)		(203	)
Total deferred tax liabilities		(297	)		(203	)
Net deferred tax asset (liability)	$	—		$	—

Deferred Tax Valuation Allowance Activities

A reconciliation of the beginning and ending amount of the valuation allowance is as follows:

	December 31,
	2020		2019
Valuation allowance at beginning of year	$	9,865	$	6,382
Change in valuation allowance		5,286		3,483
Valuation allowance at end of year	$	15,151	$	9,865

Reconciliation of Beginning and Ending Gross Amounts of Unrecognized Tax Benefits

A reconciliation of the beginning and ending amounts of unrecognized benefits is as follows:

	Years ended December 31,
	2020		2019
Unrecognized tax benefits at the beginning of year	$	1,388	$	—
Gross increases – current year tax positions		666		668
Gross increases – prior year tax positions		—		720
Gross decreases – prior year tax positions		—		—
Unrecognized tax benefits at end of year	$	2,054	$	1,388
Interest and penalties in year-end balance	$	—	$	—

Commitments and Contingencies (Tables) - Sarcos Corp and Subsidiaries

6 Months Ended

12 Months Ended

Jun. 30, 2021

Dec. 31, 2020

Schedule of Future Minimum Rental Payments for Operating Leases

The Company leases facilities under noncancelable operating lease agreements. Future minimum rental payments under the noncancelable operating leases, subsequent to June 30, 2021, are as follows:

	Operating Leases
2021	$	131
2022		1,280
2023		970
2024		1,324
2025		1,360
2026 and thereafter		11,322
Total	$	16,387

The Company leases facilities under noncancelable operating lease agreements. Future minimum rental payments under the noncancelable operating leases, as of December 31, 2020, are as follows:

	Operating Leases
Year Ending December 31:
2021	$	285
2022		1,280
2023		970
2024		1,324
2025 and thereafter		12,682
Total	$	16,541

Schedule of Future Minimum Lease Payments for Capital Leases

Future minimum rental payments under the noncancelable capital leases, subsequent to June 30, 2021, are as follows:

	Capital Leases
2021	$	84
2022		87
2023		88
2024		87
Minimum lease payment including interest		346
Amount representing interest		29
Minimum lease payments excluding interest	$	317

The Company was obligated under non-cancelable capital leases as follows:

	Capital Leases
Year Ending December 31:
2021	$	86
2022		87
2023		87
2024		87
Minimum lease payment including interest		347
Amount representing interest		38
Minimum lease payments excluding interest	$	309

Notes Payables (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2021

Dec. 31, 2020

Short Term Debt [Line Items]

Summary of Notes Payable

Notes payable consisted of the following:

	June 30,		December 31,
	2021		2020
First PPP Loan	$	—	$	2,394
Second PPP Loan		2,000		—
Total Notes payable		2,000		2,394
Less: Notes payable, current portion		—		1,328
Notes payable, net of current portion	$	2,000	$	1,066

As of June 30, 2021, the scheduled principal payments of the Company's PPP loan, shown if the loan is not forgiven, were as follows:

2021 (Remaining)	$	—
2022	241
2023	535
2024	541
2025	546
2026	137
Total	$	2,000

The follow table presents the scheduled principal payments of the Company's PPP loan note payable as of December 31, 2020, shown if the loan is not forgiven:

Period	Amount
Current portion	$	1,328
Long-term portion (all due in 2022)		1,066
Note payable	$	2,394

Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2021

Schedule of basic and diluted net income per common share

The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts):

	Three Months Ended June 30,			Six Months Ended June 30,
	2021			2021
Class A common stock subject to possible redemption
Numerator: Earnings allocable to Class A common stock subject to possible redemption
Interest earned and unrealized gain on investments held in Trust Account	$	7,136		$	46,127
Less: interest available to be withdrawn for payment of taxes		(7,136	)		(46,127	)
Net income allocable to shares subject to possible redemption	$	—		$	—
Denominator: Weighted Average Class A common stock subject to possible redemption
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		27,432,558			22,803,959
Basic and diluted net income per share, Class A common stock subject to possible redemption	$	0.00		$	0.00
Non-Redeemable Common Stock
Numerator: Net loss minus Net Earnings allocable to common stock subject to possible redemption
Net loss	$	(14,001,087	)	$	(5,047,405	)
Less: Net income allocable to common stock subject to possible redemption		—			—
Non-Redeemable Net loss	$	(14,001,087	)	$	(5,047,405	)
Denominator: Weighted Average Non-redeemable Common stock
Basic and diluted weighted average shares outstanding, Non-redeemable Common stock		7,067,442			8,546,870
Basic and diluted net income per share, Non-redeemable Common stock	$	(1.98	)	$	(0.59	)

Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details)	6 Months Ended	12 Months Ended
	Jun. 30, 2021 USD ($)	Dec. 31, 2020 USD ($) Customer	Dec. 31, 2019 USD ($) Customer
Summaryof Significant Accounting Policies Details [Line Items]
Cash and cash equivalents	$ 14,538,000	$ 0
Sarcos Corp and Subsidiaries
Summaryof Significant Accounting Policies Details [Line Items]
Year founded		2015
Cash and cash equivalents	19,540,000	$ 33,664,000	$ 9,195,000
Accumulated deficit	74,444,000	63,983,000
Working capital	21,807,000	32,779,000
Impairment loss of property and equipment		0	0
Revenue, Remaining Performance Obligation, Amount	1,484,000	3,179,000
Advertising Costs		$ 1,555,000	$ 1,140,000
Sarcos Corp and Subsidiaries \| Paycheck Protection Program Loans Cares Act
Summaryof Significant Accounting Policies Details [Line Items]
Proceeds From US Government	$ 2,000,000
Sarcos Corp and Subsidiaries \| Accounts Receivable \| Credit Concentration Risk
Summaryof Significant Accounting Policies Details [Line Items]
Number of customers accounted more than 10 % of accounts receivable \| Customer		5	2
Concentration risk, percentage		97.00%	73.00%
Sarcos Corp and Subsidiaries \| Revenue \| Revenue Rights
Summaryof Significant Accounting Policies Details [Line Items]
Concentration risk, percentage		64.00%	86.00%
Number of customers accounted more than 10 % of revenue \| Customer		3	3
Sarcos Corp and Subsidiaries \| Zepto Vision Inc
Summaryof Significant Accounting Policies Details [Line Items]
Ownership percentage		79.00%

Basis of Presentation and Summary of Significant Accounting Policies - Summary of Total Amount of Revenue for Each Such Customer (Details) - Sarcos Corp and Subsidiaries - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Summaryof Significant Accounting Policies Details [Line Items]
Total Revenue	$ 1,143	$ 1,708	$ 2,942	$ 3,882	$ 8,813	$ 10,150
Customer A
Summaryof Significant Accounting Policies Details [Line Items]
Total Revenue					2,222	4,419
Customer B
Summaryof Significant Accounting Policies Details [Line Items]
Total Revenue					2,156
Customer C
Summaryof Significant Accounting Policies Details [Line Items]
Total Revenue					$ 1,066	2,296
Customer D
Summaryof Significant Accounting Policies Details [Line Items]
Total Revenue						$ 2,018

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

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Basis of Presentation and Summary of Significant Accounting Policies - Summary of Estimated Useful Lives by Asset Classification (Details) - Sarcos Corp and Subsidiaries	12 Months Ended
	Dec. 31, 2020
Robotics and Manufacturing Equipment \| Minimum
Summaryof Significant Accounting Policies Details [Line Items]
Useful life	1 year
Robotics and Manufacturing Equipment \| Maximum
Summaryof Significant Accounting Policies Details [Line Items]
Useful life	10 years
Computer Equipment
Summaryof Significant Accounting Policies Details [Line Items]
Useful life	3 years
Software
Summaryof Significant Accounting Policies Details [Line Items]
Useful life	3 years
Furnitures and Fixtures
Summaryof Significant Accounting Policies Details [Line Items]
Useful life	3 years
Leasehold Improvements
Summaryof Significant Accounting Policies Details [Line Items]
Useful life	Lesser of the useful life or the remaining term of the lease

Basis of Presentation and Summary of Significant Accounting Policies - Summary of Disaggregation of Revenue (Details) - Sarcos Corp and Subsidiaries - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Summaryof Significant Accounting Policies Details [Line Items]
Total Revenue	$ 1,143	$ 1,708	$ 2,942	$ 3,882	$ 8,813	$ 10,150
Research and Development Services
Summaryof Significant Accounting Policies Details [Line Items]
Total Revenue	1,030	1,402	2,630	3,434	6,811	9,315
Robotic Product
Summaryof Significant Accounting Policies Details [Line Items]
Total Revenue	$ 113	$ 306	$ 312	$ 448	$ 2,002	$ 835

Basis of Presentation and Summary of Significant Accounting Policies - Summary of Information about Contract Balances (Details) - Sarcos Corp and Subsidiaries - USD ($) $ in Thousands	6 Months Ended		12 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Accounts receivable
Opening Balance	$ 1,051	$ 916	$ 916	$ 413
Increase/(decrease), net	(665)	(171)	135	503
Ending Balance	386		1,051	916
Unbilled receivable
Opening Balance	219	868	868	220
Increase/(decrease), net	104		(649)	648
Ending Balance	323		219	868
Contract assets (current)
Opening Balance	93	195	195	82
Increase/(decrease), net	128		(102)	113
Ending Balance	221		93	195
Contract assets (long-term)
Opening Balance as of December 31, 2018	93	110	110	0
Increase/(decrease), net	(57)		(17)	110
Ending Balance	36		93	110
Deferred revenue
Opening Balance	57	$ 200	200	0
Deferred revenue	(52)		(143)	200
Ending Balance	$ 5		$ 57	$ 200

Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details 1) - Sarcos Corp and Subsidiaries	Jun. 30, 2021	Dec. 31, 2020
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2021-01-01
Summaryof Significant Accounting Policies Details [Line Items]
Revenue, Remaining Performance Obligation, Recognition Percentage		81.00%
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period		1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2021-07-01
Summaryof Significant Accounting Policies Details [Line Items]
Revenue, Remaining Performance Obligation, Recognition Percentage	53.00%
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period	6 months

Fair Value Measurements - Schedule Of Assets Measured At Fair Value On Recurring Basis (Details) - Cash Equivalents [Member] - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Financial Assets:
Total financial assets		$ 31,726	$ 1,190
Sarcos Corp and Subsidiaries
Financial Assets:
Total financial assets	$ 15,838	31,726
Money Market Funds [Member]
Financial Assets:
Total financial assets		31,726	1,190
Money Market Funds [Member] \| Sarcos Corp and Subsidiaries
Financial Assets:
Total financial assets	15,838	31,726
Fair Value, Inputs, Level 1 [Member]
Financial Assets:
Total financial assets		31,726	1,190
Fair Value, Inputs, Level 1 [Member] \| Sarcos Corp and Subsidiaries
Financial Assets:
Total financial assets	15,838	31,726
Fair Value, Inputs, Level 1 [Member] \| Money Market Funds [Member]
Financial Assets:
Total financial assets		31,726	$ 1,190
Fair Value, Inputs, Level 1 [Member] \| Money Market Funds [Member] \| Sarcos Corp and Subsidiaries
Financial Assets:
Total financial assets	$ 15,838	$ 31,726

Fair Value Measurements - Additional Information (Details) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Transfers between fair value measurements levels		$ 0	$ 0
Sarcos Corp and Subsidiaries
Transfers between fair value measurements levels	$ 0	$ 0

Balance Sheet Components - Schedule of Inventories (Details) - Sarcos Corp and Subsidiaries - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Schedule Of Balance Sheet Components [Line Items]
Raw materials	$ 679	$ 516	$ 371
Work-in-process	285	100	151
Finished goods	295	91	626
Total Inventories	$ 1,259	$ 707	$ 1,148

Balance Sheet Components- Additional Information (Details) - USD ($)	6 Months Ended		12 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Schedule Of Balance Sheet Components [Line Items]
Transaction costs	$ 15,562,855		$ 15,562,855
Sarcos Corp and Subsidiaries
Schedule Of Balance Sheet Components [Line Items]
Valuation reserves, net			176,000	$ 53,000
Depreciation and amortization	219,000	$ 222,000	$ 458,000	$ 297,000
Transaction costs	2,799,000
Legal Fees	1,470,000
Professional Fees	1,329,000
Sarcos Corp and Subsidiaries \| Construction In Progress [Member]
Schedule Of Balance Sheet Components [Line Items]
Tenant Improvements	$ 1,922,000

Balance Sheet Components - Schedule of Prepaid Expenses And Other Current Assets (Details) - Sarcos Corp and Subsidiaries - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Schedule Of Balance Sheet Components [Line Items]
Software subscriptions		$ 287	$ 160
Prepaid rent		100
Deposits for inventory purchases		71
Prepaid insurance		34	38
Security deposits		22	17
Other prepaid expenses		86	139
Total prepaid expenses and other current assets	$ 1,375	693	354
Prepaid rent and other expense	623	313
Software Member
Schedule Of Balance Sheet Components [Line Items]
Software	476	287
Other Assets [Member]
Schedule Of Balance Sheet Components [Line Items]
Software	$ 276	93
Previously Reported
Schedule Of Balance Sheet Components [Line Items]
Total prepaid expenses and other current assets		600	$ 354
Restatement
Schedule Of Balance Sheet Components [Line Items]
Total prepaid expenses and other current assets		$ 693

Balance Sheet Components - Property Plant and Equipment Net (Details) - Sarcos Corp and Subsidiaries - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Schedule Of Balance Sheet Components [Line Items]
Property Plant And Equipment Gross	$ 5,610	$ 2,414	$ 1,471
Accumulated depreciation and amortization	(1,209)	(989)	(560)
Property and equipment, net	4,401	1,425	911
Robotics and Manufacturing Equipment
Schedule Of Balance Sheet Components [Line Items]
Property Plant And Equipment Gross	796	659	606
Leasehold Improvements
Schedule Of Balance Sheet Components [Line Items]
Property Plant And Equipment Gross	154	154	154
Computer Equipment
Schedule Of Balance Sheet Components [Line Items]
Property Plant And Equipment Gross	568	568	418
Capital Leased Computer Equipment [ Member}
Schedule Of Balance Sheet Components [Line Items]
Property Plant And Equipment Gross	386	386
Software Member
Schedule Of Balance Sheet Components [Line Items]
Property Plant And Equipment Gross	378	359	286
Furnitures and Fixtures
Schedule Of Balance Sheet Components [Line Items]
Property Plant And Equipment Gross		7	$ 7
Construction In Progress [Member]
Schedule Of Balance Sheet Components [Line Items]
Property Plant And Equipment Gross	3,181	141
Other Fixed Assets [Member]
Schedule Of Balance Sheet Components [Line Items]
Property Plant And Equipment Gross	$ 147	140
Other Fixed Assets [Member] \| Previously Reported
Schedule Of Balance Sheet Components [Line Items]
Property Plant And Equipment Gross		$ 147

Balance Sheet Components - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Schedule Of Balance Sheet Components [Line Items]
Total accrued liabilities	$ 4,054,606	$ 1,450
Sarcos Corp and Subsidiaries
Schedule Of Balance Sheet Components [Line Items]
Payroll and payroll taxes		648	$ 342
CARES Act deferred payroll taxes		286
Consulting and professional services	222	125	29
Capital leases		70
Equipment and supplies		9	176
Employee reimbursements			48
Other current liabilities	705	196	176
Total accrued liabilities	1,830	1,255	$ 771
Payroll and payroll taxes	617	648
CARES Act deferred payroll taxes	$ 286	286
Sarcos Corp and Subsidiaries \| Previously Reported
Schedule Of Balance Sheet Components [Line Items]
Other current liabilities		60
Total accrued liabilities		1,198
Sarcos Corp and Subsidiaries \| Restatement
Schedule Of Balance Sheet Components [Line Items]
Total accrued liabilities		$ 1,255

Balance Sheet Components - Other Noncurrent Liabilities (Details) - Sarcos Corp and Subsidiaries - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Schedule Of Balance Sheet Components [Line Items]
CARES Act deferred payroll taxes		$ 286
Capital leases	$ 244	239
Deferred rent	1,507	1	$ 8
Other non-current liabilities	7
Total other non-current liabilities	2,044	526	$ 8
CARES Act deferred payroll taxes	$ 286	286
Previously Reported
Schedule Of Balance Sheet Components [Line Items]
Other non-current liabilities		1
Total other non-current liabilities		$ 526

Notes Payable - Additional Information (Details) - Sarcos Corp and Subsidiaries - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Mar. 03, 2021	Apr. 30, 2020
Paycheck Protection Program Loans Cares Act
Debt Instrument [Line Items]
Principal amount			$ 2,394
Annual interest rate			1.00%
Loan term			2 years
Loans forgiven			$ 2,394
Second Draw P P P Loan
Debt Instrument [Line Items]
Annual interest rate		1.00%
Loan term		5 years
Loans Granted		$ 2,000
Paycheck Protection Program Loans Cares Act
Debt Instrument [Line Items]
Principal amount			$ 2,394
Annual interest rate			1.00%
Loan term			2 years
Interest Expense	$ 17

Notes Payable - Summary of Notes Payable (Details) - Sarcos Corp and Subsidiaries - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Notes payable, current portion		$ 1,328
Notes payable, net of current portion	$ 2,000	1,066
First PPP Loan	2,000	2,394
First P P P Loan
Debt Instrument [Line Items]
First PPP Loan		2,394
Second P P P Loan
Debt Instrument [Line Items]
First PPP Loan	$ 2,000
Paycheck Protection Program Loans Cares Act
Debt Instrument [Line Items]
Notes payable, current portion		1,328
Long-term portion (all due in 2022)		1,066
Notes payable, net of current portion		$ 2,394

Equity - Additional Information (Details)

1 Months Ended

3 Months Ended

6 Months Ended

12 Months Ended

Feb. 16, 2021

USD ($)

Sep. 30, 2016

Jun. 30, 2021

USD ($)

member

$ / shares

Mar. 31, 2021

USD ($)

Jun. 30, 2020

USD ($)

Mar. 31, 2020

USD ($)

Jun. 30, 2021

USD ($)

member

$ / shares

Jun. 30, 2020

USD ($)

Dec. 31, 2020

USD ($)

$ / shares

Dec. 31, 2019

USD ($)

$ / shares

1,000,000

$ 0.0001

Common Class A [Member]

70,000,000

Common Class B [Member]

12,500,000

Stock based compensation | $

$ 392,000

$ 374,000

$ 773,000

$ 637,000

Preferred stock, voting rights

3,924,112

Holders of Preferred Stock shall be entitled to vote on all matters on which Common Stock are entitled to vote. So long as at least 3,924,112 shares of Preferred Stock remain outstanding, the holder of Preferred Stock, voting as a separate class, are entitled to elect four members of the Board of Directors. The holders of Common Stock shall be entitled to elect five members of the Board of Directors.

Preferred stock, dividend rate, percentage

80.00%

Ownership percentage

79.00%

Non-controlling interest

21.00%

Stock-based compensation | $

$ 219,000

$ 173,000

$ 705,000

$ 683,000

$ 2,291,000

2,662,000

Minimum preferred share outstanding for preference holders voting rights

3,924,112

Preferred stock holder, number of members of board of directors, right to elect | member

Common stock holder, number of members of board of directors, right to elect | member

Minimum percentage of members approving change in authorized share capital

80.00%

Acquired non controlling interest shares purchase price | $

$ 200,000

Sarcos Corp and Subsidiaries | Zepto

Sarcos Corp and Subsidiaries | Founder Shares

Ownership percentage

79.00%

Non-controlling interest

21.00%

Shares subject to repurchase

750,000

Stock Repurchase Expiration Date

Sep. 30, 2021

Stock repurchase lapse period

48 months

Stock based compensation | $

$ 1,518,000

$ 2,025,000

Unrecognized stock based compensation | $

$ 0

Sarcos Corp and Subsidiaries | Common Stock

Sarcos Corp and Subsidiaries | Preferred Stock

33,990,766

Sarcos Corp and Subsidiaries | Common Class A [Member]

12,112,012

Sarcos Corp and Subsidiaries | Common Class A [Member] | Minimum

25,990,765

Proceeds from Issuance of Common Stock | $

$ 100,000

$ 100,000,000

Shares Issued, Price Per Share | $ / shares

$ 21.57

Sarcos Corp and Subsidiaries | Common Class A [Member] | Founder Shares

Shares subject to repurchase

4,000,000

Sarcos Corp and Subsidiaries | Common Class A [Member] | Common Stock

Sarcos Corp and Subsidiaries | Common Class B [Member]

25,990,765

Shares subject to repurchase

8,000,001

4,000,000

Stock Repurchase Program, Period in Force

48 months

Stock-based compensation | $

$ 0

$ 506

$ 0

$ 1,012

Sarcos Corp and Subsidiaries | Common Class B [Member] | Common Stock

Sarcos Corp and Subsidiaries | Series A Preferred Stock [Member]

8,000,001

5,421,446

5,421,446

5,421,446

Sarcos Corp and Subsidiaries | Series A Preferred Stock [Member] | Restatement

$ 15,723,000

Sarcos Corp and Subsidiaries | Series A Preferred Stock [Member] | Director

$ 3,857.3000

Sarcos Corp and Subsidiaries | Series A Preferred Stock [Member] | Preferred Stock

$ 0.2320

Sarcos Corp and Subsidiaries | Series B Preferred Stock [Member]

5,421,446

3,158,338

3,158,338

3,158,338

Sarcos Corp and Subsidiaries | Series B Preferred Stock [Member] | Restatement

$ 30,050,000

Sarcos Corp and Subsidiaries | Series B Preferred Stock [Member] | Director

$ 9,514.5000

Sarcos Corp and Subsidiaries | Series B Preferred Stock [Member] | Preferred Stock

$ 0.7611

Sarcos Corp and Subsidiaries | Series C Preferred Stock [Member]

3,158,338

3,532,228

3,532,228

3,532,228

Sarcos Corp and Subsidiaries | Series C Preferred Stock [Member] | Restatement

$ 40,000,000

Sarcos Corp and Subsidiaries | Series C Preferred Stock [Member] | Director

$ 11,324.3000

Sarcos Corp and Subsidiaries | Series C Preferred Stock [Member] | Preferred Stock

$ 0.9059

Sarcos Corp and Subsidiaries | Convertible Preferred Stock [Member]

3,532,228

12,112,012

^[1]

12,112,012

^[1]

12,112,012

^[2]

12,112,012

^[2]

12,112,012

$ 0.001

Sarcos Corp and Subsidiaries | Series A [Member]

$ 85,773,000

^[1]

$ 85,773,000

^[1]

$ 85,773,000

^[2]

5,421,446

^[1]

5,421,446

^[1]

5,421,446

^[2]

5,421,446

^[2]

5,421,446

^[2]

$ 2.9002

Preferred stock, dividend rate, per-dollar amount | $ / shares

$ 15,723,000

^[1]

$ 15,723,000

^[1]

$ 15,723,000

^[2]

$ 0.2320

Preferred Stock, Liquidation Preference Per Share | $ / shares

$ 3.8573

Sarcos Corp and Subsidiaries | Series B [Member]

3,158,338

^[1]

3,158,338

^[1]

3,158,338

^[2]

3,158,338

^[2]

3,158,338

^[2]

$ 9.5145

Preferred stock, dividend rate, per-dollar amount | $ / shares

$ 30,050,000

^[1]

$ 30,050,000

^[1]

$ 30,050,000

^[2]

$ 0.7611

Preferred Stock, Liquidation Preference Per Share | $ / shares

$ 9.5145

Sarcos Corp and Subsidiaries | Series C [Member]

3,532,228

^[1]

3,532,228

^[1]

3,532,228

^[2]

3,532,228

^[2]

3,532,228

^[2]

$ 11.3243

Preferred stock, dividend rate, per-dollar amount | $ / shares

$ 40,000,000

^[1]

$ 40,000,000

^[1]

$ 40,000,000

^[2]

$ 0.9059

Preferred Stock, Liquidation Preference Per Share | $ / shares

$ 11.3243

[1]

[2]

Equity - Summary of Convertible Preferred Stock (Details) - USD ($)
$ / shares in Units, $ in Thousands

3 Months Ended

6 Months Ended

12 Months Ended

Mar. 31, 2020

Jun. 30, 2021

Dec. 31, 2020

Dec. 31, 2019

1,000,000

$ 0.0001

Sarcos Corp and Subsidiaries | Series A [Member]

$ 38,647

5,421,446

^[1]

5,421,446

^[2]

5,421,446

^[2]

$ 15,723

^[1]

$ 15,723

^[2]

^[2]

$ 15,531

^[2]

$ 2.9002

^[1]

5,421,446

Sarcos Corp and Subsidiaries | Series B [Member]

^[1]

$ 15,531

Issue Price per Share

^[1]

$ 2.9002

3,158,338

^[1]

3,158,338

^[2]

3,158,338

^[2]

$ 30,050

^[1]

$ 30,050

^[2]

^[2]

$ 29,993

^[2]

$ 9.5145

^[1]

3,158,338

Sarcos Corp and Subsidiaries | Series C [Member]

^[1]

$ 29,993

Issue Price per Share

^[1]

$ 9.5145

3,532,228

^[1]

3,532,228

^[2]

3,532,228

^[2]

$ 40,000

^[1]

$ 40,000

^[2]

^[2]

$ 39,867

^[2]

$ 11.3243

^[1]

3,532,228

Sarcos Corp and Subsidiaries | Convertible Preferred Stock [Member]

$ 4

$ 39,867

^[1]

$ 4

Issue Price per Share

^[1]

$ 11.3243

12,112,012

^[1]

12,112,012

^[2]

12,112,012

^[2]

$ 85,773

^[1]

$ 85,773

^[2]

^[2]

$ 85,391

$ 0.001

^[1]

12,112,012

^[1]

$ 85,391

[1]

[2]

Equity - Summary of Convertible Preferred Stock (Details) (Parenthetical) - Sarcos Corp and Subsidiaries - Series A Preferred Stock [Member] - $ / shares	Jun. 30, 2021	Dec. 31, 2020
Stockholders Equity Details [Line Items]
liquidation preference	$ 3.8573	$ 3.8573
conversion price	$ 2.9002	$ 2.9002

Warrants - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended		6 Months Ended	12 Months Ended
	Jan. 20, 2021	Jan. 31, 2020	Jun. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Risk-free interest rate	0.62%		0.91%
Volatility rate	20.50%		18.00%
Dividend yield	0.00%		0.00%
Change in fair value of warrant liability			$ (3,792,600)
Sarcos Corp and Subsidiaries
Shares of common stock per warrant		250,000
Warrant exercise price		$ 11.3243
Expiration date		Jan. 31, 2030
Contractual term		10 years	6 years 1 month 20 days	6 years 21 days	6 years 10 months 28 days
Risk-free interest rate		3.05%	1.047%	0.51%	1.98%
Volatility rate		85.00%	68.25%	64.98%	62.46%
Dividend yield		0.00%	0.00%	0.00%	0.00%
Change in fair value of warrant liability		$ 1,220
Sarcos Corp and Subsidiaries \| Series C Preferred Stock [Member]
Shares of common stock per warrant		250,000
Warrant exercise price		$ 11.3243
Expiration date		Jan. 31, 2030

Stock-based Compensation - Additional Information (Details) - Sarcos Corp and Subsidiaries - USD ($) $ / shares in Units, $ in Thousands	6 Months Ended		12 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock awards, weighted average grant date fair value	$ 45.05		$ 6.29	$ 6.02
Stock-based compensation expense	$ 392	$ 374	$ 773	$ 637
Weighted average fair value, granted	$ 45.05		$ 6.29	$ 6.02
Stock based compensation	$ 392	$ 374	$ 773	$ 637
Restricted Stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense	$ 10,838		$ 1,739	$ 1,635
Period for recognition of unrecognized compensation cost related to non-vested stock awards	3 years 2 months 12 days		2 years 1 month 17 days	2 years 2 months 8 days
Stock based compensation	$ 10,838		$ 1,739	$ 1,635
Minimum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Receivable by holders of common stock			50.00%
Minimum \| Restricted Stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock awards, weighted average grant date fair value	$ 45.05		$ 6.33	$ 6.02
Weighted average fair value, granted	$ 45.05		$ 6.33	$ 6.02
Two Thousand Fifteen Equity Incentive Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total number of shares	3,180,714		3,180,714
Stock - based compensation exercisable period	10 years		10 years
Two Thousand Fifteen Equity Incentive Plan \| Minimum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-based compensation arrangement by share-based payment award, award vesting period	3 years		3 years
Two Thousand Fifteen Equity Incentive Plan \| Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-based compensation arrangement by share-based payment award, award vesting period	5 years		5 years

Stock-based Compensation - Schedule of Stock Options Activity (Details) - Sarcos Corp and Subsidiaries - USD ($) $ / shares in Units, $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Options outstanding, beginning balance	1,536,897	1,508,788	1,447,968
Options granted	349,750	388,750	287,732
Options exercised	(4,800)	(62,109)	(5,286)
Options cancelled	(116,210)	(298,532)	(221,626)
Options outstanding, ending balance	1,765,637	1,536,897	1,508,788	1,447,968
Options vested or expected to vest	1,765,637	1,536,897
Options exercisable	955,972	987,256
Options outstanding, weighted average exercise price, beginning balance	$ 3.04	$ 2.48	$ 2.10
Options granted, weighted average exercise price	45.05	6.33	5.69
Options exercised, weighted average exercise price	4.23	2.00	2.92
Options cancelled, weighted average exercise price	4.48	4.70	4.17
Options outstanding, weighted average exercise price, ending balance	11.26	3.04	$ 2.48	$ 2.10
Options vested or expected to vest, weighted average exercise price	11.26	3.04
Options exercisable, weighted average exercise price	$ 2.08	$ 1.68
Options outstanding, weighted average remaining contractual term	6 years 6 months 21 days	6 years 9 months 29 days	7 years 4 months 9 days	8 years 1 month 2 days
Options vested or expected to vest, weighted average remaining contractual term	6 years 6 months 21 days	6 years 9 months 29 days
Options exercisable, weighted average remaining contractual term	5 years 2 months 26 days	5 years 9 months 10 days
Options outstanding, aggregate intrinsic value	$ 59,655	$ 5,058	$ 5,848	$ 4,835
Options vested or expected to vest, aggregate intrinsic value	59,655	5,058
Options exercisable, aggregate intrinsic value	$ 41,077	$ 4,592
Options vested or expected to vest	1,765,637	1,536,897
Options vested or expected to vest, weighted average exercise price	$ 11.26	$ 3.04

Stock-based Compensation - Summary of Restricted Stock Award Activity (Details) - Sarcos Corp and Subsidiaries - $ / shares	6 Months Ended	12 Months Ended
	Jun. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares, beginning balance	175,703	283,599
Number of shares, granted	1,000,000	75,000	283,599
Number of shares, cancelled		182,896
Number of shares, ending balance	1,000,000	175,703	283,599
Number of shares, cancelled		(182,896)
Weighted average fair value, beginning balance	$ 6.04	$ 6.02
Weighted average fair value, granted	45.05	6.29	$ 6.02
Weighted average fair value, cancelled		6.12
Weighted average fair value, ending balance	$ 45.05	$ 6.04	$ 6.02

Stock-based Compensation - Schedule of Fair Value of Each Option Grants (Details) - $ / shares	1 Months Ended		6 Months Ended	12 Months Ended
	Jan. 20, 2021	Jan. 31, 2020	Jun. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Risk-free interest rate	0.62%		0.91%
Dividend yield	0.00%		0.00%
Volatility rate	20.50%		18.00%
Sarcos Corp and Subsidiaries
Fair value of common stock			$ 27.69	$ 3.69	$ 3.66
Risk-free interest rate		3.05%	1.047%	0.51%	1.98%
Contractual term		10 years	6 years 1 month 20 days	6 years 21 days	6 years 10 months 28 days
Dividend yield		0.00%	0.00%	0.00%	0.00%
Volatility rate		85.00%	68.25%	64.98%	62.46%

Stock-based Compensation - Schedule of Stock Based Compensation Expense (Details) - Sarcos Corp and Subsidiaries - USD ($) $ in Thousands	6 Months Ended		12 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock based compensation	$ 392	$ 374	$ 773	$ 637
Cost of Revenue
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock based compensation	43	53	109	140
Research and Development
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock based compensation	134	81	249	304
Sales and Marketing
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock based compensation	22	20	45	54
General and Administrative
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock based compensation	$ 193	$ 220	$ 370	$ 139

Stock-based Compensation - Summary of Weighted Average Fair Value Per Share (Details) - Sarcos Corp and Subsidiaries - $ / shares	6 Months Ended	12 Months Ended
	Jun. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Granted	$ 27.55	$ 3.69	$ 3.66
Exercised	4.23	1.32	2.62
Cancelled	2.75	3.24	2.99
Unvested	$ 15.35	$ 3.49	$ 3.73

Net Loss Per Share - Schedule of Basic and Diluted Net Loss Per Share (Details) - USD ($)
$ / shares in Units, $ in Thousands

3 Months Ended

4 Months Ended

6 Months Ended

12 Months Ended

Jun. 30, 2021

Jun. 30, 2020

Dec. 31, 2020

Jun. 30, 2021

Jun. 30, 2020

Dec. 31, 2020

Dec. 31, 2019

Net loss per share attributable to common stockholders:

$ (14,001,087)

$ (1,450)

$ (5,047,405)

27,432,558

6,000,000

^[1]

22,803,959

$ 0.00

Net loss per share attributable to common stockholders:

$ (5,263)

$ (5,205)

$ (10,461)

$ (10,156)

$ (20,926)

$ (18,040)

8,176,446

7,787,060

8,176,001

7,657,025

7,887,760

6,896,258

Sarcos Corp and Subsidiaries | Common Class A [Member]

$ (0.64)

$ (0.67)

$ (1.27)

$ (1.33)

$ (2.65)

$ (2.62)

Net loss per share attributable to common stockholders:

$ (113)

$ (83)

$ (224)

$ (156)

$ (369)

$ (275)

176,445

123,141

176,000

118,106

138,898

105,163

Sarcos Corp and Subsidiaries | Common Class B [Member]

$ (0.64)

$ (0.67)

$ (1.27)

$ (1.33)

$ (2.65)

$ (2.62)

Net loss per share attributable to common stockholders:

$ (5,107)

$ (5,122)

$ (10,194)

$ (10,000)

$ (20,557)

$ (17,765)

8,000,001

7,663,919

8,000,001

7,538,919

7,748,862

6,791,095

$ (0.64)

$ (0.67)

$ (1.27)

$ (1.33)

$ (2.65)

$ (2.62)

[1]

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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Net Loss Per Share - Schedule of Shares Excluded from Computation of Diluted Net Loss Per Share (Details) - shares	6 Months Ended		12 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of net loss per share	22,000,000
Sarcos Corp and Subsidiaries
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of net loss per share	250,000	62,500	1,712,600	1,792,387
Sarcos Corp and Subsidiaries \| Warrants to Purchase Class A Common Stock [Member]
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of net loss per share			250,000
Sarcos Corp and Subsidiaries \| Founder Shares
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of net loss per share				750,000
Sarcos Corp and Subsidiaries \| Outstanding Stock Options and Restricted Stock Units [Member]
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of net loss per share	1,981,340	1,975,428
Sarcos Corp and Subsidiaries \| Outstanding Restricted Stock Awards [Member]
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of net loss per share	1,000,000
Sarcos Corp and Subsidiaries \| Convertible Preferred Stock [Member]
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of net loss per share	12,112,012	12,112,012	12,112,012	8,579,784

Income Taxes - Schedule of Provision for Income Taxes (Details) - Sarcos Corp and Subsidiaries - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Current:
State					$ 1	$ 1
Total current					1	1
Deferred:
Federal					4,142	2,294
State					1,144	1,190
Change in valuation allowance					(5,286)	(3,484)
Provision for income taxes	$ 1	$ 0	$ 1	$ 0	$ 1	$ 1

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Income Taxes - Reconciliation from Federal Statutory Tax Rate to Effective Tax Rate (Details) - Sarcos Corp and Subsidiaries	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Operating Loss Carryforwards [Line Items]
Statutory federal income tax rate	21.00%	21.00%
State tax provision	3.70%	3.30%
Change in valuation allowance	(25.30%)	(19.30%)
Research credits	3.00%	(1.90%)
Permanent differences	(2.40%)	(3.70%)
Other	0.00%	0.60%
Total provision for income taxes	0.00%	0.00%

Income Taxes - Deferred Tax Assets and Liabilities (Details) - Sarcos Corp and Subsidiaries - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Deferred tax assets:
Accrued expenses	$ 192
Stock compensation	479	$ 341
Research credits	1,939	1,309
Net operating loss carryforwards	12,838	8,418
Total gross deferred tax assets	15,448	10,068
Less valuation allowance	(15,151)	(9,865)
Total deferred tax assets	297	203
Deferred tax liabilities:
Property and equipment	(297)	(203)
Total deferred tax liabilities	$ (297)	$ (203)

Income Taxes - Additional Information (Details) - Sarcos Corp and Subsidiaries - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2017
Operating Loss Carryforwards [Line Items]
Valuation allowance					$ 15,151	$ 9,865
Valuation allowance increase, Amount					5,286	3,483
Unrecognized tax benefits					2,054	1,388
Provision for income taxes	$ 1	$ 0	$ 1	$ 0	1	1
Restatement
Operating Loss Carryforwards [Line Items]
Provision for income taxes	$ 0
Federal [Member]
Operating Loss Carryforwards [Line Items]
Deferred tax assets, Operating loss					51,150	33,568	$ 5,909
Research and development credits					3,006	2,023
Unrecognized tax benefits					1,503	1,012
State [Member]
Operating Loss Carryforwards [Line Items]
Deferred tax assets, Operating loss					53,609	34,992
Utah [Member]
Operating Loss Carryforwards [Line Items]
Research and development credits					1,102	752
Unrecognized tax benefits					551	376
Deferred tax assets, Operating loss					53,461	$ 34,898
Deferred tax assets, Operating loss, Not subject to expiration					$ 47,124

Income Taxes - Deferred Tax Valuation Allowance Activities (Details) - Sarcos Corp and Subsidiaries - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Valuation And Qualifying Accounts Disclosure [Line Items]
Valuation allowance increase, Amount	$ 5,286	$ 3,483
SEC Schedule, 12-09, Valuation Allowance, Deferred Tax Asset
Valuation And Qualifying Accounts Disclosure [Line Items]
Valuation allowance at beginning of year	9,865	6,382
Valuation allowance increase, Amount	5,286	3,483
Valuation allowance at end of year	$ 15,151	$ 9,865

Income Taxes - Reconciliation of Beginning and Ending Gross Amounts of Unrecognized Tax Benefits (Details) - Sarcos Corp and Subsidiaries - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Operating Loss Carryforwards [Line Items]
Unrecognized tax benefits at the beginning of year	$ 1,388
Gross increases – current year tax positions	666	$ 668
Gross increases – prior year tax positions		720
Unrecognized tax benefits at end of year	$ 2,054	$ 1,388

Commitments and Contingencies - Schedule of Future Minimum Lease Payments under Noncancelable Operating Leases (Details) - Sarcos Corp and Subsidiaries - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
2021	$ 131	$ 285
2022	1,280	1,280
2023	970	970
2024	1,324	1,324
2025 and thereafter		12,682
Total	$ 16,387	$ 16,541

Commitments and Contingencies - Additional Information (Details) - Sarcos Corp and Subsidiaries - USD ($) $ in Thousands	6 Months Ended		12 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Commitmentsand Contingencies Details [Line Items]
Operating Lease, Expense	$ 667	$ 146	$ 314	$ 421
Accrued Liabilities
Commitmentsand Contingencies Details [Line Items]
Capital Lease Obligation	73		70
Other Noncurrent Liabilities
Commitmentsand Contingencies Details [Line Items]
Capital Lease Obligation	$ 244		$ 239

Commitments and Contingencies - Schedule of Future Minimum Lease Payments under Noncancelable Capital Leases (Details) - Sarcos Corp and Subsidiaries - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
2021	$ 84	$ 86
2022	87	87
2023	88	87
2024	87	87
Minimum lease payment including interest	346	347
Amount representing interest	29	38
Minimum lease payments excluding interest	$ 317	$ 309

Segment Information - Additional Information (Details) - Sarcos Corp and Subsidiaries - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
South Korea [Member]
Segment Reporting Information [Line Items]
Revenue earned from customers	$ 71	$ 0	$ 71	$ 0	$ 71
Israel [Member]
Segment Reporting Information [Line Items]
Revenue earned from customers						$ 186

Amount, including tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value-added and excise.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Numerator: Earnings allocable to Class A common stock subject to possible redemption

Related Party Transactions (Details) - USD ($)				1 Months Ended	3 Months Ended		4 Months Ended		6 Months Ended		12 Months Ended
Related Party Transactions (Details) - USD ($)	Apr. 04, 2021	Jan. 14, 2021	Sep. 14, 2020	Sep. 15, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020	Dec. 31, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020	Dec. 31, 2019	Jun. 09, 2021	May 31, 2021	May 11, 2021	Feb. 16, 2021	Jan. 20, 2021
Related Party Transactions Details [Line Items]
Founder shares (in Shares)		6,900,000
Dividend per share (in Dollars per share)		$ 0.2
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited		900,000						900,000
Issued outstanding percentage		20.00%
Business combination consideration years							150 days
Aggregate expenses			$ 150,000
Related party transaction outstanding							$ 105,336	$ 105,336			$ 105,336
Working capital loans							$ 1,500,000
Warrant price (in Dollars per share)							$ 1.00
Other services							$ 300,000		$ 300,000
Aggregate loan for working capital purpose															$ 145,000
Additional Loan For Working Capital Purpose													$ 300,000
Price per warrant (in Dollars per share)									$ 1.00
Warrant Description									Each Warrant may be exercised to purchase one share of Company Class A common stock at a price of $11.50 per share, subject to adjustment. The Warrants (i) will not be redeemable by the Company, (ii) may be exercised for cash or on a cashless basis so long as they are held by the initial holder or its permitted transferees, and (iii) are not transferable, assignable or salable until 30 days after the completion of the Business Combination except in limited circumstances.
Borrowed amount					$ 125,000,000				$ 125,000,000					$ 145,000,000
Aggregate Amount Outstanding					270,000				270,000
Amount for service per month					15,000				15,000
Payment of fees for service received					37,500				$ 82,500
PIPE financing description									Messrs. Brian Finn, John Howard and Stefan Selig, each a director of the Company, is each a PIPE Investor, whereby each of Messrs. Finn, Howard and Selig agreed to purchase common stock of the Company, with aggregate commitments of $1.3 million, $1 million and $250,000, respectively
Private Placement [Member]
Related Party Transactions Details [Line Items]
Due to sponsor																	$ 212,308
Common Class B [Member]
Related Party Transactions Details [Line Items]
Sponsor paid				$ 25,000
Founder shares (in Shares)				5,750,000
Common Class A [Member]
Related Party Transactions Details [Line Items]
Adjusted for stock splits per share (in Dollars per share)							$ 12.00		$ 12.00
Sarcos Corp and Subsidiaries
Related Party Transactions Details [Line Items]
Revenue, net					1,143,000	$ 1,708,000			$ 2,942,000	$ 3,882,000	$ 8,813,000	$ 10,150,000
Construction in Progress, Cost Capitalized					501,000				501,000
Sarcos Corp and Subsidiaries \| Zepto
Related Party Transactions Details [Line Items]
Ownership percentage							79.00%	79.00%			79.00%
Business Combination, Acquisition of Less than 100 Percent, Noncontrolling Interest, Fair Value																$ 200,000
Sarcos Corp and Subsidiaries \| Chief Innovation Officer
Related Party Transactions Details [Line Items]
Payments for Rent											$ 21,000	32,000
Sarcos Corp and Subsidiaries \| Chief Legal Officer \| Zepto
Related Party Transactions Details [Line Items]
Participating Ownership Holding Percentage							21.00%	21.00%			21.00%
Sarcos Corp and Subsidiaries \| Delta Air Lines, INC.
Related Party Transactions Details [Line Items]
Revenue, net									0	$ 100,000	$ 100,000
Sarcos Corp and Subsidiaries \| Microsoft Corporation [Member]
Related Party Transactions Details [Line Items]
Revenue, net												$ 199,000
Sarcos Corp and Subsidiaries \| Palantir Technologies \| Software Member
Related Party Transactions Details [Line Items]
Finite-Lived Intangible Asset, Contractual Useful Life	6 years
Capitalized Computer Software, Net	$ 42,000,000
Service expenses									485,000
Accounts Payable					$ 162,000				$ 162,000

Employee Benefits - Additional Information (Details) - Sarcos Corp and Subsidiaries - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Defined Benefit Plan Disclosure [Line Items]
Maximum defer net employment income percentage	100.00%	100.00%
Accrued amount for employee contribution	$ 0	$ 0	$ 0

Subsequent events - Additional Information (Details) - Sarcos Corp and Subsidiaries $ in Thousands					1 Months Ended
	Sep. 24, 2021 USD ($)	Apr. 04, 2021 USD ($)	Mar. 31, 2021 shares	Feb. 16, 2021 USD ($)	Mar. 03, 2021 USD ($)	Jul. 31, 2021 USD ($) employee
Subsequent Event [Line Items]
Acquired non controlling interest shares purchase price				$ 200
Subsequent Event [Member]
Subsequent Event [Line Items]
Loan remaining term					5 years
Annual interest rate					1.00%
Number of former employees \| employee						7
Due to employees,						$ 1,500
Business combination, consideration received	$ 232,600
Subsequent Event [Member] \| Zepto
Subsequent Event [Line Items]
Acquired non controlling interest shares purchase price				$ 200
Subsequent Event [Member] \| Ben Wolff
Subsequent Event [Line Items]
Restricted stock award granted \| shares			1,000,000
Restricted stock award vest term			15 months
Subsequent Event [Member] \| Palantir Technologies
Subsequent Event [Line Items]
Professional and contract services expense term		6 years
Professional and contract services expense		$ 42,000
Commit to spend per month		150
Investing for merger transaction		$ 21,000
Subsequent Event [Member] \| Minimum
Subsequent Event [Line Items]
Debt instrument eligible for forgiveness term					8 months
Subsequent Event [Member] \| Maximum
Subsequent Event [Line Items]
Debt instrument eligible for forgiveness term					24 months
Paycheck Protection Plan Loan Member \| Subsequent Event [Member]
Subsequent Event [Line Items]
Loans Granted					$ 2,000
Loans Received					$ 2,000

Notes Payable - Summary of Principal Payments of PPP Loan (Details) - Sarcos Corp and Subsidiaries - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
2022	$ 241
2023	535
2024	541
2025	546
2026	137
Total	$ 2,000	$ 2,394

Stock-Based Awards - Summary of Restricted Stock Unit Activity (Details) - Sarcos Corp and Subsidiaries - $ / shares	6 Months Ended	12 Months Ended
	Jun. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares, beginning balance	175,703	283,599
Number of shares, granted	1,000,000	75,000	283,599
Number of shares, ending balance	1,000,000	175,703	283,599
Weighted average fair value, beginning balance	$ 6.04	$ 6.02
Weighted average fair value, granted	45.05	6.29	$ 6.02
Weighted average fair value, ending balance	$ 45.05	$ 6.04	$ 6.02
Restricted Stock Units (RSUs)
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares, beginning balance	175,703
Number of shares, granted	40,000
Number of shares, ending balance	215,703	175,703
Weighted average fair value, beginning balance	$ 6.04
Weighted average fair value, granted	45.05
Weighted average fair value, ending balance	$ 13.51	$ 6.04

Commitments and Contingencies - Schedule of Future Minimum Rental Payments for Operating Leases (Details) - Sarcos Corp and Subsidiaries - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
2021	$ 131	$ 285
2022	1,280	1,280
2023	970	970
2024	1,324	1,324
2025	1,360
2026 and thereafter	11,322
Total	$ 16,387	$ 16,541

Description of Organization and Business Operations (Details) - USD ($)	1 Months Ended	4 Months Ended	6 Months Ended
	Jan. 20, 2021	Dec. 31, 2020	Jun. 30, 2021
Descriptionof Organizationand Business Operations Details [Line Items]
Sale of per share price (in Dollars per share)			$ 10.00
Gross proceeds		$ 7,270,000	$ 7,270,000
Gross proceeds		7,270,000	7,270,000
Transaction costs		15,562,855	15,562,855
Underwriting fees		5,520,000	5,520,000
Deferred underwriting fees		9,660,000	9,660,000
Other offering costs		$ 382,855	$ 382,855
Net proceeds amount	$ 276,000,000
Proposed public offering (in Dollars per share)	$ 10.00	$ 10.00	$ 10.00
Net tangible assets		$ 5,000,001	$ 5,000,001
Aggregate of percentage		15.00%	15.00%
Redemption of public shares percentage		100.00%	100.00%
Interest expenses		$ 100,000	$ 100,000
Merger agreement, description			(if any), not to exceed an additional 5,000,000 shares of Company common stock in the aggregate (the “Closing Merger Consideration”). In addition, each holder of Sarcos capital stock (including any capital stock subject to restricted stock awards) will be entitled to a right to receive additional contingent consideration following the Closing in the form of an earn-out. This earnout will become payable as follows: (a) 14,062,500 shares of common stock of the Company if the closing share price of a share of common stock of the Company is equal to or exceeds $15.00 for 20 trading days in any 30 consecutive trading day period at any time during the period beginning on the first anniversary of the Closing and ending on the fourth anniversary of the Closing, and (b) 14,062,500 shares of common stock of the Company if the closing share price of a share of common stock of the Company is equal to or exceeds $20.00 for 20 trading days in any 30 consecutive trading day period at any time during the period beginning on the first anniversary of the Closing and ending on the fifth anniversary of the Closing.
Proceeds of PIPE Financing			$ 200,000,000
Share price (in Dollars per share)	$ 10.45		$ 9.98
Aggregate purchase price			$ 220,000,000
Cash			14,538
Working capital deficit			$ 3,910,796
PIPE Investor [Member]
Descriptionof Organizationand Business Operations Details [Line Items]
Issuance of Class B common stock to Sponsor (in Shares)			22,000,000
Share price (in Dollars per share)			$ 10.00
Lock Up Agreement [Member]
Descriptionof Organizationand Business Operations Details [Line Items]
Merger agreement, description			Pursuant to the Lock-up Agreement, Sarcos Holders agreed, among other things, to the following transfer restrictions following the Closing: (i) Holders of shares of Sarcos preferred stock agreed, among other things, that (a) 50% of their shares may not be transferred, until the earlier to occur of (x) six months following Closing, and (y) 120 days following the Closing if the stock price of the Company’s common stock exceeds $13.00 for 20 trading days in any 30 consecutive trading day period, and (b) the remaining 50% of such shares may not be transferred for a period of one year following the Closing, and (ii) Holders of Sarcos’ common stock, options, restricted stock awards and restricted stock unit awards agreed, among other things, that (1) 20% of such securities may not be transferred until the earlier to occur of (a) 120 days after Closing if the stock price of the Company’s common stock exceeds $13.00 for 20 trading days in any 30 consecutive trading day period, and (b) 6 months after closing; and (2) the remaining 80% can be transferred at the earlier of (A) delivery to customers of at least twenty Guardian® XO® and/or Guardian® XT commercial units to customers of the Constituent Corporations (but in no event prior to the close of business on the one year anniversary of the date of Closing) and (B) the close of business on the second anniversary of the date of Closing.
Restricted Stock Units (RSUs)
Descriptionof Organizationand Business Operations Details [Line Items]
Issuance of shares (in Shares)			120,000,000
Issuance of shares (in Shares)			120,000,000
Business Combination [Member]
Descriptionof Organizationand Business Operations Details [Line Items]
Outstanding voting securities percentage		50.00%	50.00%
Additional of public per share (in Dollars per share)		$ 10.00	$ 10.00
Fair market value percentage			80.00%
IPO [Member]
Descriptionof Organizationand Business Operations Details [Line Items]
Issuance of shares (in Shares)	27,600,000	27,600,000	27,600,000
Sale of per share price (in Dollars per share)		$ 1.00	$ 1.00
Sale of warrants (in Shares)		7,270,000	7,270,000
Issuance of shares (in Shares)	27,600,000	27,600,000	27,600,000
Over-Allotment Option [Member]
Descriptionof Organizationand Business Operations Details [Line Items]
Issuance of shares (in Shares)	3,600,000	3,600,000	3,600,000
Sale of per share price (in Dollars per share)	$ 10.00
Gross proceeds	$ 276,000,000
Gross proceeds	$ 276,000,000
Issuance of shares (in Shares)	3,600,000	3,600,000	3,600,000

Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands		1 Months Ended	4 Months Ended	6 Months Ended
	Jan. 14, 2021	Jan. 20, 2021	Dec. 31, 2020	Jun. 30, 2021
Summaryof Significant Accounting Policies Details [Line Items]
Deferred offering costs		$ 15,562,855	$ 137,336
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited	900,000		900,000
Cash and cash equivalents			$ 0	$ 14,538
Underwriters’ discount		5,520,000
Deferred underwriters discount		9,660,000
Other offering expenses		382,855
Antidilutive securities excluded from computation of net loss per share				22,000,000
Warrant Liabilities [Member]
Summaryof Significant Accounting Policies Details [Line Items]
Deferred offering costs		603,941
IPO [Member]
Summaryof Significant Accounting Policies Details [Line Items]
Deferred offering costs		$ 14,958,914

Initial Public Offering (Details) - $ / shares	1 Months Ended	4 Months Ended	6 Months Ended
Initial Public Offering (Details) - $ / shares	Jan. 20, 2021	Dec. 31, 2020	Jun. 30, 2021
IPO [Member]
Initial Public Offering Details [Line Items]
Issuance of shares (in Shares)	27,600,000	27,600,000	27,600,000
Purchase price per share		$ 10.00	$ 10.00
Over-Allotment Option [Member]
Initial Public Offering Details [Line Items]
Issuance of shares (in Shares)	3,600,000	3,600,000	3,600,000
Common Class A [Member]
Initial Public Offering Details [Line Items]
Common stock, par value		$ 0.0001	$ 0.0001
Warrant exercise price		$ 11.50	$ 11.50

Private Placement - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	4 Months Ended	6 Months Ended
	Jan. 20, 2021	Dec. 31, 2020	Jun. 30, 2021
Private Placement (Details) [Line Items]
Sale aggregate amount (in Dollars)		$ 7,270,000	$ 7,270,000
Private Placement Expenses			$ 2,980,700
Sponsor [Member]
Private Placement (Details) [Line Items]
Repayment of excess funding	$ 212,308
Private Placement [Member]
Private Placement (Details) [Line Items]
Aggregate purchase share \|		7,270,000	7,270,000
Class A Common Stock [Member]
Private Placement (Details) [Line Items]
Common stock exercise price		$ 11.50	$ 11.50
Class B Common Stock [Member]
Private Placement (Details) [Line Items]
Aggregate shares of investors		790,384	790,384

Commitments and Contingencies (Details) - USD ($)	4 Months Ended	6 Months Ended
Commitments and Contingencies (Details) - USD ($)	Dec. 31, 2020	Jun. 30, 2021
Commitmentsand Contingencies Details [Line Items]
Deferred fee per share	$ 0.35	$ 0.35
Aggregate underwriter amount	$ 9,660,000	$ 9,660,000
Gross proceeds	$ 7,270,000	7,270,000
PIPE Investor [Member]
Commitmentsand Contingencies Details [Line Items]
Proceeds from Issuance of Common Stock		$ 22,000,000
Price per share (in Dollars per share)		$ 10.00
Gross proceeds		$ 220,000,000

Stockholder's Equity - Additional Information (Details) - $ / shares	4 Months Ended	6 Months Ended
	Dec. 31, 2020	Jun. 30, 2021
Stockholders Equity Details [Line Items]
Preferred Stock, Shares authorized	1,000,000	1,000,000
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Business combination, description	(a) 30 days after the consummation of a Business Combination or (b) one year from the closing of the Initial Public Offering. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation.	(a) 30 days after the consummation of a Business Combination or (b) one year from the closing of the Initial Public Offering. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation.
Redemption of warrants price per share	$ 10.00	$ 10.00
Public warrant price per share	$ 0.01	$ 0.01
Trading days, description	• if, and only if, the last reported sale price of the shares of Class A common stock for any 20 trading days within a 30-trading day period commencing after the warrants become exercisable and ending three business days before the Company sends to the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like).	● if, and only if, the last reported sale price of the shares of Class A common stock for any 20 trading days within a 30-trading day period commencing after the warrants become exercisable and ending three business days before the Company sends to the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like).
Redemption of warrants description	• at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the shares of Class A common stock; • if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like); and • if the Reference Value is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) the private placement warrants must also be concurrently called for redemption on the same terms (except as described above with respect to a holder’s ability to cashless exercise its warrants) as the outstanding public warrants, as described above.	● at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the shares of Class A common stock; ● if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like); and ● if the Reference Value is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) the private placement warrants must also be concurrently called for redemption on the same terms (except as described above with respect to a holder’s ability to cashless exercise its warrants) as the outstanding public warrants, as described above.
Addition shares of warrant liability, description	In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price and the $10.00 and $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively.	In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price and the $10.00 and $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively.
Common Class A [Member]
Stockholders Equity Details [Line Items]
Common stock, shares authorized	70,000,000	70,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares issued	0	0
Common stock, shares outstanding	0	0
Converted basis, percentage	20.00%	20.00%
Redemption of warrants price per share	$ 18.00	$ 18.00
Common Class B [Member]
Stockholders Equity Details [Line Items]
Common stock, shares authorized	12,500,000	12,500,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares issued	6,900,000	6,900,000
Common stock, shares outstanding	6,900,000	6,900,000

Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income per common share - USD ($)
$ / shares in Units, $ in Thousands

3 Months Ended

4 Months Ended

6 Months Ended

Jun. 30, 2021

Dec. 31, 2020

Jun. 30, 2021

Interest earned and unrealized gain on investments held in Trust Account

$ 7,136

$ 46,127

Less: interest available to be withdrawn for payment of taxes

(7,136)

(46,127)

Net income allocable to shares subject to possible redemption

Denominator: Weighted Average Class A common stock subject to possible redemption

27,432,558

6,000,000

^[1]

22,803,959

Numerator: Net loss minus Net Earnings allocable to common stock subject to possible redemption

$ 0.00