0000950170-21-003781 | 10-Q | XBRL Viewer | Sarcos Technology Robotics Corp

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Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2021	Oct. 22, 2021
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2021
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Entity Central Index Key	0001826681
Entity Registrant Name	SARCOS TECHNOLOGY AND ROBOTICS CORPORATION
Entity File Number	001-39897
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	360 Wakara Way
Entity Address, City or Town	Salt Lake City
Entity Address, State or Province	UT
Entity Address, Postal Zip Code	84108
City Area Code	888
Local Phone Number	927-7296
Entity Tax Identification Number	85-2838301
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Document Quarterly Report	true
Document Transition Report	false
Entity Common Stock, Shares Outstanding		142,848,780
Common Stock
Document Information [Line Items]
Trading Symbol	STRC
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Security Exchange Name	NASDAQ
Warrants to Purchase Common Stock
Document Information [Line Items]
Trading Symbol	STRCW
Title of 12(b) Security	Warrants to purchase Common Stock
Security Exchange Name	NASDAQ

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 239,148	$ 33,664
Restricted cash, current	108
Accounts receivable	777	1,051
Unbilled receivable	56	219
Inventories	1,314	707
Prepaid expenses and other current assets	1,450	693
Total current assets	242,853	36,334
Restricted cash, net of current	1,932
Property and equipment, net	5,236	1,425
Other non-current assets	426	292
Total assets	250,447	38,051
Liabilities, Current [Abstract]
Accounts payable	1,933	972
Accrued liabilities	2,689	1,255
Notes payable, current	108	1,328
Total current liabilities	4,730	3,555
Notes payable, net of current	1,892	1,066
Warrant liabilities	5,265
Deferred rent long term	1,819
Other non-current liabilities	300	526
Total liabilities	14,006	5,147
Commitments and contingencies (Note 11)
Stockholders' equity:
Common stock, $0.0001 par value, 990,000,000 and 133,312,415 shares authorized as of September 30, 2021 and December 31, 2020; 137,589,275 and 104,039,354 shares issued and outstanding as of September 30, 2021, and December 31, 2020, respectively	13	10
Additional paid-in capital	347,857	96,880
Accumulated deficit	(111,429)	(63,983)
Total Sarcos Technology and Robotics Corporation stockholders' equity	236,441	32,907
Noncontrolling interests		(3)
Total stockholders’ equity	236,441	32,904
Total liabilities and stockholders' equity	$ 250,447	$ 38,051

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2021	Sep. 24, 2021	Dec. 31, 2020	Sep. 30, 2020
Common stock, par value	$ 0.0001		$ 0.0001
Common stock, shares authorized	990,000,000		133,312,415
Common stock, shares issued	137,589,275		104,039,354	137,589,275
Common stock, shares outstanding	137,589,275	21,483,286	104,039,354

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Revenue, net	$ 1,129	$ 1,505	$ 4,071	$ 5,387
Operating expenses:
Cost of revenue	929	1,044	2,807	3,537
Research and development	4,529	4,606	11,398	11,249
General and administrative	33,864	2,017	39,099	5,716
Sales and marketing	2,295	732	4,114	2,023
Total operating expenses	41,617	8,399	57,418	22,525
Loss from operations	(40,488)	(6,894)	(53,347)	(17,138)
Interest (expense) income, net	(7)		(30)	58
Gain on warrant liability	3,510		3,510
Gain on forgiveness of notes payable			2,394
Other income, net		1	28	31
Loss before provision for income taxes	(36,985)	(6,893)	(47,445)	(17,049)
Provision for income taxes	0	0	1	1
Net loss and comprehensive loss	(36,985)	(6,893)	(47,446)	(17,049)
Net loss attributable to common stockholders	$ (36,985)	$ (6,893)	$ (47,446)	$ (17,049)
Net loss per share attributable to common stockholders:
Basic and diluted	$ (0.35)	$ (0.07)	$ (0.45)	$ (0.17)
Weighted-average shares used in computing net loss per share attributable to common stockholders
Basic and diluted	106,614,893	103,506,165	104,922,111	98,862,683

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Total	Previously Reported	Additional Paid-In Capital	Additional Paid-In Capital Previously Reported	Additional Paid-In Capital Revision of Prior Period Adjustment	Accumulated Deficit	Accumulated Deficit Previously Reported	Noncontrolling Interests	Noncontrolling Interests Previously Reported	Series A Previously Reported	Series A Revision of Prior Period Adjustment	Series B Previously Reported	Series B Revision of Prior Period Adjustment	Series C Previously Reported	Series C Revision of Prior Period Adjustment	Common Class A Common Stock	Common Class A Common Stock Previously Reported	Common Class A Common Stock Revision of Prior Period Adjustment	Common Class B Common Stock Previously Reported	Common Class B Common Stock Revision of Prior Period Adjustment
Beginning balance at Dec. 31, 2019	$ 11,473	$ 11,473	$ 54,525	$ 54,518	$ 7	$ (43,057)	$ (43,057)	$ (3)	$ (3)							$ 8		$ 8	$ 7	$ (7)
Temporary equity beginning balance (in Shares) at Dec. 31, 2019										5,421,446	(5,421,446)	3,158,338	(3,158,338)
Temporary equity beginning balance at Dec. 31, 2019										$ 5	$ 5	$ 3	$ 3
Beginning balance (in Shares) at Dec. 31, 2019																81,756,305	109,536	81,646,769	7,250,001	7,250,001
Issuance of common stock warrants	1,220		1,220
Vesting of founder shares subject to repurchase	25		25
Vesting of founder shares subject to repurchase (in Shares)																1,282,306
Issuance of common stock, net of issuance cost	38,648		38,646													$ 2
Issuance of common stock, net of issuance cost, Shares																18,117,573
Share based compensation	683		683
Exercise of stock options	5		5
Exercise of stock options (in Shares)																36,956
Net loss	(4,951)					(4,951)
Ending balance at Mar. 31, 2020	47,103		95,104			(48,008)		(3)								$ 10
Ending balance (in Shares) at Mar. 31, 2020																101,193,140
Vesting of founder shares subject to repurchase	25		25
Vesting of founder shares subject to repurchase (in Shares)																1,282,306
Share based compensation	704		704
Exercise of stock options	53		53
Exercise of stock options (in Shares)																127,692
Net loss	(5,205)					(5,205)
Ending balance at Jun. 30, 2020	42,680		95,886			(53,213)		(3)								$ 10
Ending balance (in Shares) at Jun. 30, 2020																102,603,138
Vesting of founder shares subject to repurchase	25		25
Vesting of founder shares subject to repurchase (in Shares)																1,282,305
Share based compensation	717		717
Exercise of stock options	48		48
Exercise of stock options (in Shares)																113,356
Net loss	(6,893)					(6,893)
Ending balance at Sep. 30, 2020	36,577		96,676			(60,106)		(3)								$ 10
Ending balance (in Shares) at Sep. 30, 2020																103,998,799
Beginning balance at Dec. 31, 2020	32,904	32,904	96,880	96,870	10	(63,983)	(63,983)	(3)	(3)							$ 10		$ 10	$ 8	$ (8)
Temporary equity beginning balance (in Shares) at Dec. 31, 2020										5,421,446	(5,421,446)	3,158,338	(3,158,338)	3,532,228	(3,532,228)
Temporary equity beginning balance at Dec. 31, 2020										$ 5	$ (5)	$ 3	$ (3)	$ 4	$ (4)
Beginning balance (in Shares) at Dec. 31, 2020																104,039,354	171,645	103,867,709	8,000,001	(8,000,001)
Purchase of non-controlling interest	(200)		(203)					3
Share based compensation	173		173
Exercise of stock options	20		20
Exercise of stock options (in Shares)																24,618
Net loss	(5,198)					(5,198)
Ending balance at Mar. 31, 2021	27,699		96,870			(69,181)										$ 10
Ending balance (in Shares) at Mar. 31, 2021																104,063,972
Beginning balance at Dec. 31, 2020	$ 32,904	$ 32,904	96,880	$ 96,870	$ 10	(63,983)	$ (63,983)	$ (3)	$ (3)							$ 10		$ 10	$ 8	$ (8)
Temporary equity beginning balance (in Shares) at Dec. 31, 2020										5,421,446	(5,421,446)	3,158,338	(3,158,338)	3,532,228	(3,532,228)
Temporary equity beginning balance at Dec. 31, 2020										$ 5	$ (5)	$ 3	$ (3)	$ 4	$ (4)
Beginning balance (in Shares) at Dec. 31, 2020																104,039,354	171,645	103,867,709	8,000,001	(8,000,001)
Exercise of stock options (in Shares)	24,746
Ending balance at Sep. 30, 2021	$ 236,441		347,857			(111,429)										$ 13
Ending balance (in Shares) at Sep. 30, 2021																137,589,275
Beginning balance at Mar. 31, 2021	27,699		96,870			(69,181)										$ 10
Beginning balance (in Shares) at Mar. 31, 2021																104,063,972
Share based compensation	219		219
Net loss	(5,263)					(5,263)
Ending balance at Jun. 30, 2021	22,655		97,089			(74,444)										$ 10
Ending balance (in Shares) at Jun. 30, 2021																104,063,972
Issuance of cashless exercise of common stock warrants (in Shares)																999,185
Issuance of common stock upon Merger, net of transaction costs	404		403													$ 1
Issuance of common stock upon Merger, net of transaction costs (in Shares)																10,525,990
Issuance of PIPE shares	220,000		219,998													$ 2
Issuance of PIPE shares (in Shares)																22,000,000
Share based compensation	30,367		30,367
Exercise of stock options (in Shares)																128
Net loss	(36,985)					(36,985)
Ending balance at Sep. 30, 2021	$ 236,441		$ 347,857			$ (111,429)										$ 13
Ending balance (in Shares) at Sep. 30, 2021																137,589,275

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Cash flows from operating activities:
Net loss	$ (36,985)	$ (6,893)	$ (47,446)	$ (17,049)
Adjustments to reconcile net loss to net cash provided by operating activities:
Share-based compensation			30,758	2,104
Depreciation and amortization			326	345
Change in fair value of warrant liability			(3,510)
Gain on forgiveness of notes payable			(2,394)
Changes in operating assets and liabilities
Accounts receivable			274	384	$ (135)
Unbilled receivable			163	673
Inventories			(607)	164
Other non-current assets			(134)	(192)
Prepaid expenses and other current assets			(331)	(86)
Accounts payable			930	(171)
Accrued liabilities			315	461
Unearned revenue				297
Deferred rent			831
Other non-current liabilities			(83)	629
Net cash used in operating activities			(20,908)	(12,441)
Net Cash Provided by (Used in) Investing Activities [Abstract]
Purchases of property and equipment			(3,039)	(804)
Net cash used in investing activities			(3,039)	(804)
Net Cash Provided by (Used in) Financing Activities [Abstract]
Proceeds from Issuance of Convertible Preferred Stock				39,867
Proceeds from notes payable			2,000	2,394
Proceeds from exercise of stock options			20	107
Purchase of non-controlling interest			(200)
Payment of obligations under capital leases			(3)	(2)
Proceeds from PIPE			220,000
Proceeds from Merger			25,359
Payments for transaction costs			(15,705)
Net cash provided by financing activities			231,471	42,366
Net increase in cash, cash equivalents, and restricted cash			207,524	29,121
Cash, cash equivalents, and restricted cash at beginning of period			33,664	9,195	9,195
Cash, cash equivalents, and restricted cash at end of period	$ 241,188	$ 38,316	241,188	38,316	$ 33,664
Supplemental disclosure of cash flow information:
Cash paid for interest			1	1
Cash paid for income taxes			2
Noncash Investing and Financing Items [Abstract]
Issuance of common stock warrants				1,220
Purchase of property and equipment included in accounts payable at period-end			232	5
Purchase of property and equipment under capital leases				386
Vesting of founder shares subject to repurchase				$ 75
Leasehold improvements paid by lessor			988
Unpaid transaction costs			669
Assumption of warrant liabilities			$ 8,774

Basis of Presentation and Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

Basis of Presentation and Summary of Significant Accounting Policies

1. Basis of Presentation and Summary of Significant Accounting Policies

Description of the Business

Sarcos Technology and Robotics Corporation (the “Company” or “Sarcos”) formerly known as Rotor Acquisition Corp. (“Rotor”), designs and produces highly dexterous mobile robotic systems for use in dynamic environments.

Business Combination

On September 24, 2021 (the “Closing Date”), we consummated the business combination (the “Business Combination”) pursuant to the terms of the Agreement and Plan of Merger, dated as of April 5, 2021, by and among Rotor, Rotor Merger Sub Corp., a Delaware corporation, and a direct, wholly-owned subsidiary of Rotor (“Merger Sub”), and Sarcos Corp., a Utah corporation (“Old Sarcos”) and Amendment No. 1 to the Agreement and Plan of Merger, dated as of August 28, 2021 (the “Amendment” and the Original Merger Agreement, as amended, the “Merger Agreement”), by and among the Company, Merger Sub and Old Sarcos. Pursuant to the terms of the Merger Agreement, the Business Combination between the Company and Old Sarcos was effected through the merger of Merger Sub with and into Old Sarcos, with Old Sarcos continuing as the surviving corporation (the “Merger”) and a wholly-owned subsidiary of the Company. On the Closing Date, the registrant changed its name from Rotor Acquisition Corp. to Sarcos Technology and Robotics Corporation.

Immediately prior to the effective time of the Merger (the “Effective Time”), all issued and outstanding warrants to purchase shares of Class A common stock of Old Sarcos were net exercised and all issued and outstanding shares of preferred stock of Old Sarcos were converted into common stock of Old Sarcos (collectively, the “Old Sarcos Common Stock”). Pursuant to the terms of the Merger Agreement, at the Effective Time:



Each outstanding share of Old Sarcos Common Stock, after giving effect to the conversion described above, was cancelled and converted into and became (i) the right to receive approximately 5.129222424 shares (the “Exchange Ratio”) of Common Stock of the Company, par value $0.0001 per share (the “Common Stock”), rounded down to the nearest whole share plus (ii) the contingent right to receive a portion of additional shares of Common Stock upon achievement of certain milestones (the “Contingent Merger Consideration”), as described below;



All outstanding options, restricted stock units (“RSUs”) and restricted stock award (“RSA”) of Old Sarcos, whether vested or unvested, were assumed by the Company and converted into options, RSUs and RSA of the Company;

In addition, each holder of Old Sarcos capital stock (including any Old Sarcos RSAs) was entitled to a right to Contingent Merger Consideration at the Closing Date in the form of earn-outs, up to an aggregate of 28,125,000 shares of Common Stock.

On the Closing Date, certain investors (the “PIPE Investors”) purchased from the Company an aggregate of 22,000,000 shares (the “PIPE Shares”) of Common Stock at a price of $10.00 per share, for an aggregate purchase price of $220,000 (the “PIPE Financing”), in a private placement pursuant to separate subscription agreements (each, a “Subscription Agreement”) entered into effective as of April 5, 2021.

On September 27, 2021, the Common Stock and warrants of Sarcos Technology and Robotics Corporation (formerly those of Rotor Acquisition Corp.), ceased trading on the New York Stock Exchange and began trading on The Nasdaq Global Market (“Nasdaq”) as “STRC” and “STRCW”, respectively.

Basis of Presentation and Consolidation

The accompanying interim unaudited 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 September 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, which are included in the Company’s prospectus filed with the SEC on October 21, 2021.

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 September 30, 2021, the results of operations, including its comprehensive loss, and stockholders’ equity for the three and nine months ended September 30, 2021 and 2020, and the statement of cash flows for the nine months ended September 30, 2021 and 2020. All adjustments are of a normal recurring nature. The results for the three and nine months ended September 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 condensed 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 $239,148 as of September 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 September 30, 2021, the Company also had an accumulated deficit of approximately $111,429 and working capital of $238,123. During the nine months ended September 30, 2021, the Company received $2,000 from the US Government under the Paycheck Protection Program ("PPP"). The Company has used these proceeds to fund qualified expenses as defined within the PPP loan agreement.

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 had a substantial net impact on the Company’s liquidity position

On September 24, 2021, the Company completed the Merger and raised net cash proceeds of $229,654, net of transaction costs. The Company believes it has sufficient financial resources for at least the next 12 months from the date of this Report.

Restricted Cash

As a result of the Merger and Merger Agreement, the Company has restricted cash deposited in an interest-bearing escrow account representing the payments for the second PPP loan received by Old Sarcos as required to secure the PPP lender’s consent to the Merger without Small Business Administration (“SBA”) approval. We expect this restricted cash to be fully released upon approval by the SBA of the Company’s application for forgiveness of the PPP loan in accordance with the applicable regulations. As of September 30, 2021, the restricted cash associated with the Company's PPP loan has been classified as $108 current and $1,932 non-current assets, respectively.

Revenue Recognition

The Company recognizes revenue from the sale of its products and from the delivery of goods and/or services arising out of its contractual arrangements to provide 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.

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 goods or services to the customer. Such amounts are typically stated in the customer contract. However, to the extent that the Company identifies variable consideration, the Company will estimate 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.

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 from two sources. First, the Company enters into research and development agreements primarily relating to the commercialization of the Company’s core products. Second, the Company sells its products and related parts and repair services. The research and development services revenue includes revenue arising from different types of contractual arrangements, including cost-type contracts and fixed-price contracts. Revenue from the sales of the Company’s products primarily includes sales of the Company’s Guardian S remote-controlled visual inspection and surveillance robotic system and its Guardian Heavy-Lift System (“HLS”).

Research and Development Services

Cost-type contracts – Research, development and/or testing service contracts, including cost-plus-fixed-fee and time and material contracts, relate primarily to the development of technology in the areas of robotics, artificial intelligence and unmanned 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 robotic platforms. 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 the Company's 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.

Product Sales

Product revenues relate to sales of the Company’s Guardian S and Guardian HLS products, and certain miscellaneous parts, accessories and repair services. The Company provides a limited 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 Product Sales were as follows:


	For the three months ended September 30				For the nine months ended September 30
	2021		2020		2021		2020
Research and Development Services	$	694	$	1,247	$	3,324	$	4,681
Product Sales		435		258		747		706
Total Revenue	$	1,129	$	1,505	$	4,071	$	5,387

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		(274	)		(163	)		(8	)		(56	)		(27	)
Ending Balance as of September 30, 2021	$	777		$	56		$	85		$	37		$	30

The Company recorded its current contract assets, long-term contract assets and current deferred revenue within Prepaid expenses and other current assets, Other non-current assets, and Accrued liabilities, respectively. For the deferred revenue balance, during the three and nine months ended September 30, 2021, the Company recognized revenue of $5 and $57, respectively, in the Condensed Consolidated Statements of Operations and Comprehensive Loss.

Remaining performance obligations

As of September 30, 2021, the Company had backlog, or revenue related to remaining performance obligations, of $3,422. We expect approximately 32% of this backlog to be recognized in 2021 and the remainder to be recognized in 2022.

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.

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 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 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.

Fair Value Measurements

9 Months Ended

Sep. 30, 2021

Fair Value Disclosures [Abstract]

Fair Value Measurements

2. Fair Value Measurements

The Company's condensed consolidated financial instruments consist of cash and cash equivalents and accounts receivable. Topic 820, Fair Value Measurement, defines fair value 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 September 30, 2021
	Level 1		Level 2		Level 3		Fair Value
Assets:
Cash equivalents:
Money market funds	$	9,604	$	—	$	—	$	9,604
Total assets	$	9,604	$	—	$	—	$	9,604

Liabilities:
Warrant liability	$	—	$	—	$	5,265	$	5,265
Total liabilities	$	—	$	—	$	5,265	$	5,265


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

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 nine months ended September 30, 2021 and December 31, 2020.

The table sets forth a summary of changes in the fair value of the Company’s Level 3 warrants for the years ended December 31, 2020, and the nine months ended September 30, 2021:


Balance at December 31, 2020	$	—
Increase in fair value of warrants		5,265
Balance at September 30, 2021	$	5,265

Through the three months and nine months ended September 30, 2020, and 2021, there were no transfers to or from any level. The carrying amounts of accounts payable, accrued expenses and notes payable approximate their fair values because of the relatively short periods until they mature or are required to be settled.

- Definition

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

9 Months Ended

Sep. 30, 2021

Organization Consolidation And Presentation Of Financial Statements [Abstract]

Balance Sheet Components

3. Balance Sheet Components

Inventories

Inventories consist of the following:


	September 30, 2021		December 31, 2020
Raw materials	$	511	$	516
Work-in-process		262		100
Finished goods		541		91
Total inventories	$	1,314	$	707

Prepaid expenses and other current assets

Prepaid expenses and other current assets consist of the following:


	September 30, 2021		December 31, 2020
Prepaid rent and other expense	$	869	$	313
Software		489		287
Other assets		92		93
Total prepaid expenses and other current assets	$	1,450	$	693

Property and equipment, net

Property and equipment, net consist of the following:


	September 30, 2021			December 31, 2020
Robotics and manufacturing equipment	$	796		$	659
Leasehold improvements		154			154
Computer equipment		578			568
Capital leased computer equipment		264			386
Software		393			359
Other fixed assets		147			147
Construction in progress		4,219			141
Property and equipment, gross		6,551			2,414
Accumulated depreciation and amortization		(1,315	)		(989	)
Property and equipment, net	$	5,236		$	1,425

Depreciation and amortization expenses were $326 and $345, for the nine months ended September 30, 2021 and September 30, 2020, respectively. Included in construction in progress is $2,736 of tenant improvement related to the improvements made in the new facility to be leased.

Accrued liabilities

Accrued liabilities consist of the following:


	September 30, 2021		December 31, 2020
Payroll and payroll taxes	$	410	$	648
CARES Act deferred payroll taxes		286		286
Consulting and professional services		585		125
Accrued transaction costs		669	—
Accrued facility costs		260	—
Other current liabilities		479		196
Total accrued liabilities	$	2,689	$	1,255

Other non-current liabilities

Other non-current liabilities consist of the following:


	September 30, 2021		December 31, 2020
CARES Act deferred payroll taxes	$	286	$	286
Capital leases		8		240
Other non-current liabilities		6	—
Total other non-current liabilities	$	300	$	526

Notes Payable

9 Months Ended

Sep. 30, 2021

Debt Disclosure [Abstract]

Notes Payable

4. Notes Payable

Paycheck Protection Program Loan

In April 2020, Old Sarcos received an unsecured loan in the principal amount of $2,394 under the PPP loan administered by the SBA, pursuant to the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). 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 loan 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, Old Sarcos was granted a second PPP loan of $2,000 based on qualified spending, decreased quarterly revenue, and other factors. The second PPP loan is 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.

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 its use of the PPP loan proceeds has met 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:


	September 30, 2021		December 31, 2020
First PPP loan	$	—	$	2,394
Second PPP loan		2,000		—
Total Notes payable		2,000		2,394
Less: Notes payable, current portion		108		1,328
Notes payable, net of current portion	$	1,892	$	1,066

As of September 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

- Definition

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.

+ References

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+ Details

Reverse Recapitalization

9 Months Ended

Sep. 30, 2021

Business Combination and Asset Acquisition [Abstract]

Reverse Recapitalization

5. Reverse Recapitalization

Pursuant to ASC 805, Business Combinations, the Merger was accounted for as a Reverse Recapitalization, rather than a business combination, for financial accounting and reporting purposes. Accordingly, Old Sarcos was deemed the accounting acquirer (and legal acquiree) and Rotor was treated as the accounting acquiree (and legal acquirer). Under this method of accounting, the Reverse Recapitalization was treated as the equivalent of Old Sarcos issuing stock for the net assets of Rotor, accompanied by a recapitalization. The net assets of Rotor are stated at historical cost, with no goodwill or other intangible assets recorded. The consolidated assets, liabilities, and results of operations prior to the Merger are those of Old Sarcos. The shares and corresponding capital amounts and earnings per share available for common stockholders, prior to the Merger, have been retroactively restated as shares reflecting the Exchange Ratio.

Earn-Out Shares

Each holder of Old Sarcos capital stock (including any Old Sarcos RSAs) will be entitled to a right to Contingent Merger Consideration following the Closing in the form of earn-outs, up to an aggregate of 28,125,000 shares of Common Stock. The earn-outs will become payable as follows:



14,062,500 shares of Common Stock of the Company in the aggregate 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 Date and ending on the fourth anniversary of the Closing Date.



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 Date and ending on the fifth anniversary of the Closing Date.

Earn-out shares have been issued and are accounted for as equity instruments. Earn-out shares were included as merger consideration as part of the Reverse Recapitalization and recorded in additional paid-in capital. The earn-out shares are treated as equity-linked instruments as opposed to shares outstanding, and as such are not included in shares outstanding on the Company’s consolidated balance sheets.

Upon the closing of the Merger and the PIPE Financing, the Company received net cash proceeds of $229,654. The following table reconciles the elements of the Merger to the condensed consolidated statements of cash flows and the condensed consolidated statements of stockholders’ equity for the nine months ended September 30, 2021:


	Recapitalization
Cash proceeds from Rotor, net of redemptions	$	41,208
Cash proceeds from PIPE Financing1		220,000
Less: Cash payment of transaction expenses - Sarcos		(15,706	)
Less: Cash payment of transaction expenses and underwriting fees - Rotor		(15,848	)
Net Cash proceeds from Merger and PIPE financing		229,654
Less: Warrant liabilities assumed		(8,774	)
Less: Other non-cash net assets assumed		193
Less: Unpaid and previously expensed Merger transaction costs		(669	)
Net contributions from recapitalization	$	220,404

1 The PIPE Financing.

Immediately following closing of the Merger, the Company had 137,589,275 shares issued and outstanding of Common Stock. The following table present the number of shares of the Company’s Common Stock outstanding immediately following the consummation of the Merger:


	Number of Shares
Rotor Class A Common Stock, outstanding prior to Business Combination		27,600,000
Rotor Class B Common Stock, outstanding prior to Business Combination		6,405,960
Class A common stock issued to PIPE Investors2		22,000,000
Less: redemption of Rotor Common Stock		(23,479,970	)
Total shares from Merger and PIPE financing		32,525,990
Recapitalization of Old Sarcos common stock into Class A common stock3		105,063,285
Total shares of Common Stock immediately after the Effective Time		137,589,275

2 See footnote (1) of the preceding table.

3 The number of Old Sarcos shares was determined from the 21,483,286 shares of Old Sarcos Common Stock warrants, Common Stock and preferred stock outstanding immediately prior to the closing of the Business Combination, which are presented net of the Common and Preferred Stock redeemed, converted at the Exchange Ratio of 5.129222424. This excludes a restricted stock award for 5,129,222 shares that was unvested as of the date of the Merger. All fractional shares were rounded down.

In connection with the Merger, the Company incurred direct and incremental costs of approximately $32,567 related to legal, accounting, and other professional fees, which were deducted from the Company’s additional paid-in capital as a reduction of cash proceeds rather than expensed as incurred. As of September 30, 2021, $1,104 of transaction costs were recorded to operating expenses within the Condensed Consolidated Statements of Operations and Comprehensive Loss.

Equity

9 Months Ended

Sep. 30, 2021

Stockholders Equity Note [Abstract]

Equity

6. Equity

Common Stock

On September 27, 2021, the Common Stock and Warrants began trading on Nasdaq Global Market under the ticker symbols “STRC” and “STRCW”, respectively.

As of September 30, 2021, the Company had authorized a total of 990,000,000 shares for issuance as Common Stock. As of September 30, 2021, 137,589,275 shares of Common Stock issued and outstanding.

In September 2016, the founders of Old Sarcos granted Old Sarcos a purchase right for 4,000,000 shares of Class B common stock of Old Sarcos originally purchased by the founders in 2015. Old Sarcos had 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 Old Sarcos was terminated. The repurchase right for the 4,000,000 shares lapsed in equal monthly amounts over the following 48 months period ending in September 2020. The fair value of the repurchase right, categorized as a Class B common stock option at the date the repurchase right 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 months and nine months ended September 30, 2020, the amount of stock-based compensation recognized related to the founder stock options was $506 and $1,518, respectively. For the three and nine months ended September 30, 2021, no shares of Class B Common Stock were subject to the repurchase option and there was no unrecognized amount of stock-based compensation remaining. Upon the closing of

the Merger, holders of these outstanding Class B common stock of Old Sarcos received shares of the Company’s Common Stock in an amount determined by application of the Exchange Ratio, as discussed in Note 1.

Preferred Stock

As of September 30, 2021, the Company had authorized a total of 10,000,000 shares for issuance as preferred stock. The Company’s board of directors has the authority to issue preferred stock and to determine the rights, privileges, preferences, restrictions, and voting rights of those shares. As of September 30, 2021, the Company had no shares of preferred stock outstanding as all preferred stock of Old Sarcos had been converted to Common Stock as part of the Business Combination.

Non-controlling Interest

The non-controlling interest represents the membership interest in ZeptoVision, Inc., (“Zepto”) that was held by a holder other than 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.

- Definition

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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+ Details

Warrants

9 Months Ended

Sep. 30, 2021

Equity [Abstract]

Warrants

7. Warrants

On January 31, 2020, Old Sarcos issued 250,000 Class A Common Stock warrants to one of the Series C Preferred Stock investors, at an exercise price of $11.3243 per share 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.

Old Sarcos 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. Old Sarcos 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.

Immediately prior to the effective time of the Merger, all of the issued and outstanding warrants to purchase 250,000 shares of Class A Stock of Old Sarcos warrants were net exercised and then upon the Closing were exchanged for shares of the Company’s Common Stock in an amount determined by application of the Exchange Ratio, as discussed in Note 1.

On January 20, 2021, Rotor consummated the initial public offering (“IPO”) of 27,600,000 units (the “Units”), including the full exercise by the underwriters of their over-allotment option. Each Unit included one share of Class A Common Stock and one half of one warrant (the “Public Warrants”). Simultaneously with the closing of the IPO, Rotor consummated the sale of 7,270,000 warrants (the “Private Placement Warrants”) in a private placement to Rotor Sponsor LLC (the “Sponsor”), an affiliate of Rotor’s officers and directors, and certain funds and accounts managed by two qualified institutional buyers. The Private Placement Warrants, which Sarcos assumed as part of the Business Combination, are recorded as warrant liabilities.

At the Closing Date, Old Sarcos acquired the net liabilities from Rotor, including the Public Warrants and the Private Placement Warrants (together the “Warrants”). The Company estimated the fair value of warrants exercisable for Common Stock measured at fair value on a recurring basis at the respective dates using the Black-Scholes option valuation model, for the Private Placement Warrants. The Black-Scholes option valuation model inputs are based on the estimated fair value of the underlying Common Stock at the valuation measurement date, the remaining contractual term of the warrant, the risk-free interest rates, the expected dividends, and the expected volatility of the price of the Company’s underlying stock. These estimates, especially the expected volatility, are highly judgmental and could differ materially in the future.

The following table provides quantitative information regarding assumptions used in the Black Scholes option-pricing model to determine the fair value of the Private Placement Warrants:


	September 30, 2021			September 24, 2021 (Closing Date)
Stock price	$	7.73		$	10.05
Term (in years)		0.31			0.32
Expected volatility		25.0	%		18.9	%
Risk-free rate		1.0	%		1.0	%
Dividend yield		0.0	%		0.0	%

Each whole Warrant entitles the registered holder to purchase one share of our Common Stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing on January 20, 2022, provided that we have an effective registration statement under the Securities Act covering the shares of the Common Stock issuable upon exercise of the Warrants and a current prospectus relating to them is available (or we permit holders to exercise their Warrants on a cashless basis under the circumstances specified in the warrant agreement entered into between Continental Stock Transfer & Trust Company and Rotor (the “Warrant Agreement”)) and such shares are registered, qualified or exempt from registration under the securities laws of the state of residence of the holder. Pursuant to the Warrant Agreement, a Warrant holder may exercise its Warrants only for a whole number of shares of our Common Stock. This means only a whole Warrant may be exercised at a given time by a Warrant holder. The Warrants will expire five years after the completion of the Business Combination, or September 24, 2026, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

We will not be obligated to deliver any Common Stock pursuant to the exercise of a Warrant and will have no obligation to settle such Warrant exercise unless a registration statement under the Securities Act with respect to the shares of our Common Stock underlying the Warrants is then effective and a prospectus relating thereto is current, subject to our satisfying our obligations described below with respect to registration, or a valid exemption from registration is available. No Warrant will be exercisable, and we will not be obligated to issue a share of our Common Stock upon exercise of a Warrant unless the share of our 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. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a Warrant, the holder of such Warrant will not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless. In no event will we be required to net cash settle any Warrant. In the event that a registration statement is not effective for the exercised Warrants, the purchaser in the Rotor IPO of a Unit containing such Warrant will have paid the full purchase price for the Unit solely for the share of our Common Stock underlying such Unit.

Except as described herein, the Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by us in all redemption scenarios and exercisable by the holders on the same basis as the Public Warrants. The Private Placement Warrants will not be redeemable by us so long as they are held by the Sponsor or its permitted transferees, subject to certain exceptions. The Sponsor, or its permitted transferees, have the option to exercise the Private Placement Warrants on a cashless basis.

Redemption of Warrants When the Price per Share of Our Common Stock Equals or Exceeds $18.00. Once the Warrants become exercisable, we may call the Warrants for redemption:



in whole and not in part;



at a price of $0.01 per Warrant;



upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each Warrant holder; and



if, and only if, the last reported sale price of the shares of our 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 we send the notice of redemption to the Warrant holders (which we refer to as 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 us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. However, we will not redeem the Warrants unless an effective registration statement under the Securities Act covering the shares of our Common Stock issuable upon exercise of

the Warrants is effective and a current prospectus relating to those shares of our Common Stock is available throughout the 30-day redemption period.

Redemption of Warrants When the Price per Share of Our Common Stock Equals or Exceeds $10.00. Once the Warrants become exercisable, we may redeem the outstanding Warrants (except as described herein with respect to the Private Placement Warrants if we do not utilize this redemption provision):



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 determined by reference to an agreed table based on the redemption date and the “fair market value” of our Common Stock;



if, and only if, the Reference Value (as defined above) 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.

Stock-based Compensation

9 Months Ended

Sep. 30, 2021

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Stock-based Compensation

8. Stock-based Compensation

Equity Incentive Plan

2015 Stock Plan

The total number of authorized shares under the Old Sarcos 2015 Equity Incentive Plan (the “2015 Plan”) is 3,180,714 as of September 30, 2021. The Plan provides stock options awards, RSUs and RSAs for issuance to Company employees, officers, directors, non-employee agents, and consultants as options and/or RSUs. 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. Following the closing of the Merger, no further awards will be made under the 2015 Plan. Any forfeited options will be added to the 2021 Plan.

2021 Stock Plan

On September 15, 2021, the stockholders of the Company approved the Sarcos Technology and Robotics Corporation 2021 Equity Incentive Plan (the “2021 Plan”) , and on the Closing Date, the 2021 Plan was approved by the board of directors. The maximum number of shares of Common Stock that may be issued pursuant to the 2021 Plan is (i) 30,000,000 shares of Common Stock of the Company plus (ii) any shares of Common Stock subject to stock options and other awards that were assumed in the Business Commination and expire or otherwise terminate without having been exercised in full, are tendered to or are tendered to or withheld by the Company for payment of an exercise price or for tax withholding obligations, or are forfeited to or repurchased by the Company due to failure to vest, with the maximum number of shares to be added to the 2021 Plan pursuant to clause (ii) equal to 12,760,600 shares of Common Stock. As of September 30, 2021, no equity had been granted under the 2021 Plan.

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


	Options Outstanding
	Number of Shares			Weighted Average Exercise Price		Weighted-Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value
Outstanding – December 31, 2020		7,883,087		$	0.59		6.83	$	5,058
Granted		1,793,940			8.78
Exercised		(24,746	)		0.83
Cancelled		(951,270	)		0.82
Outstanding – September 30, 2021		8,701,011		$	2.26		6.42	$	47,633
Vested and expected to vest – September 30, 2021		8,701,011			2.26		6.42	$	47,633
Exercisable – September 30, 2021		4,928,738		$	0.43		5.30	$	35,991

The following summarizes the Company’s employee RSUs activity for the nine months ended September 30, 2021:


	Restricted Stock Units Outstanding
	Number of Shares			Weighted-Average Grant-Date Fair Value
Outstanding – December 31, 2020		901,217		$	1.18
Granted		205,168			8.78
Cancelled		(6,884	)		1.17
Outstanding – September 30, 2021		1,099,501		$	2.60

The following summarizes the Company’s employee RSAs activity for the nine months ended September 30, 2021:


	Restricted Stock Awards Outstanding
	Number of Shares		Weighted-Average Grant-Date Fair Value
Outstanding – December 31, 2020		—	$	—
Granted		5,129,222		8.78
Outstanding – September 30, 2021		5,129,222	$	8.78

Sarcos RSA holders are eligible to receive additional shares upon achievement of earn-out targets as discussed in Note 5 above.

Vesting of RSUs were 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 September 30, 2021, all awards with this forfeiture of cash compensation vesting condition had been satisfied or forfeited. The RSUs are reflected as issued and outstanding in the accompanying condensed consolidated statements of stockholders’ equity as the liquidity event has been met. The Merger was the qualifying transaction that triggered the liquidity event condition, therefore the compensation expense recognized in regard to RSUs was $8,086 and $0, for the nine months ended September 30, 2021, and for the year ended December 31, 2020, respectively.

As of September 30, 2021, the only holder of RSAs was Mr. Wolff, the Company's Chairman and Chief Executive Officer. The RSAs held by Mr. Wolff vest over a 15-month period following the consummation of a qualifying transaction. For the five-year period prior to the grant of the RSAs, Mr. Wolff had not received any equity compensation from the Company other than RSUs issued in lieu of cash compensation. 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. The Merger was the qualifying transaction that triggered the commencement of the 15-month vesting period, therefore the compensation expense recognized in regard to RSAs was $20,800 for the nine months ended September 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:


	September 30,			December 31,
	2021			2020
Options
Fair value of Common Stock	$	8.78		$	0.72
Risk-free interest rate		1.05	%		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 2015 and 2021 Plan in the condensed consolidated statement of operations as follows:


	September 30,		September 30,
	2021		2020
Cost of revenue	$	70	$	77
Research and development		269		127
Sales and marketing		787		33
General and administrative		29,632		346
Total stock-based compensation expense	$	30,758	$	583

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:


	September 30, 2021
Granted	$	5.40
Exercised	$	0.48
Cancelled	$	0.55
Unvested	$	3.25

The weighted-average grant date fair value per share of RSUs granted during the nine months ended September 30, 2021 was $8.78. As of September 30, 2021, there was approximately $10,311 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 3.1 years.

Net Loss Per Share

9 Months Ended

Sep. 30, 2021

Earnings Per Share [Abstract]

Net Loss Per Share

9. 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 September 30, 2021 and 2020:


	For the three months ended September 30,
	2021			2020
Numerator:
Net loss attributable to common stockholders	$	(36,985	)	$	(6,893	)
Denominator:
Weighted average shares outstanding, basic and diluted		106,614,893			103,506,165
Basic and diluted net loss per share	$	(0.35	)	$	(0.07	)

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


	For the nine months ended September 30,
	2021			2020
Numerator:
Net loss attributable to common stockholders	$	(47,446	)	$	(17,049	)
Denominator:
Weighted average shares outstanding, basic and diluted		104,922,111			98,862,683
Basic and diluted net loss per share	$	(0.45	)	$	(0.17	)

We have presented the unaudited basic and diluted net loss per share for the nine months ended September 30, 2021, which has been computed to give effect to the conversion of the Old Sarcos Class B common stock and all convertible preferred shares into Old Sarcos Class A common stock as though the conversion had occurred as of the beginning of the period or the original date of issuance, if later.

Basic and diluted net loss per share attributable to common stockholders is the same for the three and nine months ended September 30, 2021, and September 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 nine months ended
	September 30,
	2021		2020
Outstanding warrants		20,549,468		1,282,306
Outstanding restricted stock awards		5,129,222		—
Outstanding stock options and restricted stock units		9,800,512		9,509,332
Outstanding earnout shares		28,125,000		—
Total anti-dilutive securities		63,604,202		10,791,638

Income Taxes

9 Months Ended

Sep. 30, 2021

Income Tax Disclosure [Abstract]

Income Taxes

10. 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 September 30, 2021, was $0, or approximately 0.0% of pre-tax loss, compared to an income tax expense for the three months ended September 30, 2020, of $0, or approximately -0.0% of pre-tax loss. Income tax expense/benefit for the three months ended September 30, 2021 and the three months ended September 30, 2020 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 months ended September 30, 2021, 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.

Income tax expense for the nine months ended September 30, 2021, was $1, or approximately 0.0% of pre-tax loss, compared to an income tax expense for the nine months ended September 30, 2020, of $1, or approximately 0.0% of pre-tax loss. Income tax expense/benefit for the nine months ended September 30, 2021, and the nine months ended September 30, 2020, 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 nine months ended September 30, 2021, 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.

- Definition

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.

+ References

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
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Commitments and Contingencies

9 Months Ended

Sep. 30, 2021

Commitments And Contingencies Disclosure [Abstract]

Commitments and Contingencies

11. 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 September 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, officers, employees, customers or vendors 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 September 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 September 30, 2021, are as follows:


	Operating Leases
2021	$	106
2022		1,280
2023		970
2024		1,324
2025		1,360
2026 and thereafter		11,322
Total	$	16,362

Rent expense related to noncancelable operating leases totaled $1,242 and $220 for the nine months ended September 30, 2021 and September 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. On July 6, 2021, a capital lease of server equipment was amended resulting in a shortened lease term. This amendment resulted in a $142 reduction in Property and equipment, net as well as a $20 and $122 reduction in our current and non-current lease obligations, respectively. No gain or loss was recorded as a result of this adjustment.

The current portion of $93 is recorded within Accrued liabilities and the long-term portion of $8 is included in Other non-current liabilities.

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


	Capital Leases
2021	$	2
2022		98
2023		4
2024		4
Minimum lease payment including interest		108
Amount representing interest		(5	)
Minimum lease payments excluding interest	$	103

Unconditional purchase commitments

On April 4, 2021, the Company entered into an agreement with Palantir Technologies ("Palantir"). Pursuant to that agreement, the Company committed to access software products and utilize services from Palantir over the next six years for a total cost to the Company 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 robotic systems. As of September 30, 2021, the Company has an unconditional purchase commitment with Palantir as detailed in the table below:


	Annual Service Payments
2021 (remaining)		1,100
2022		4,000
2023		8,000
2024		8,000
2025		10,000
2026		10,000
Total		41,100

Segment Information

9 Months Ended

Sep. 30, 2021

Segment Reporting [Abstract]

Segment Information

12. 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 derived primarily from U.S. customers. However, during the three and nine months ended September 30, 2021, the Company recognized $5 and $76, respectively, of revenue earned from customers located outside the United States. For the three and nine months ended September 30, 2020, the Company recognized $71 and $71, respectively, of revenue earned from customers located outside the United States.

All long-lived assets are maintained in the United States. All losses are attributable to operations within the United States.

- Definition

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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8924-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 34
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8981-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 21
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8721-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9031-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (e)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 26
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8844-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9038-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9054-108599

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8657-108599

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 21
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8721-108599

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-URI http://asc.fasb.org/topic&trid=2134510

+ Details

Related Party Transactions

9 Months Ended

Sep. 30, 2021

Related Party Transactions

13. Related Party Transactions

As of December 31, 2020, the Company held a controlling interest of 79% in Zepto. The remaining 21% of Zepto was held by MLC 401k Trust for the benefit of the Company's Chief Legal Officer. On February 16, 2021, Old Sarcos 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 nine months ended September 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 nine months ended September 30, 2020. No revenue was recognized for the nine months ended September 30, 2021.

On April 4, 2021, the Company entered into an agreement with Palantir as described above. Pursuant to that agreement, the Company committed to access software products and utilize services from Palantir over the next six years for a total cost 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 robotic systems. Palantir was an investor in the PIPE Financing. The Company recognized $1,057

in operating expenses, related to services provided by Palantir during the nine months period ended September 30, 2021. The Company had an Accounts payable balance of $162 and an Accrued liability balance of $84 related to the Palantir contract as of September 30, 2021.

On May 16, 2021, the Company entered into an agreement with Sparks Marketing Corp. to begin the construction of an experiential marketing mobile display to be used for demonstrations of Company products at prospective customer locations as well as other marketing and demonstration events. Negotiations of this agreement involved an account executive at Sparks Marketing Corp. who is the brother-in-law of Mr. Wolff our CEO. The Company recognized $499 related to costs capitalized to construction in progress for the experiential mobile display for the period ended September 30, 2021.

Employee Benefits

9 Months Ended

Sep. 30, 2021

Compensation And Retirement Disclosure [Abstract]

Employee Benefits

14. 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 September 30, 2021 and December 31, 2020.

Subsequent Events

9 Months Ended

Sep. 30, 2021

Subsequent Events [Abstract]

Subsequent Events

15. Subsequent events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were issued. Other than as described in these consolidated financial statements, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements.

Basis of Presentation and Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

Description of the Business

Business Combination



Basis of Presentation and Consolidation

The accompanying interim unaudited 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

Liquidity and Capital Resources

Restricted Cash

Revenue Recognition

Revenues from Contracts with Customers

Research and Development Services

Product Sales

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


	For the three months ended September 30				For the nine months ended September 30
	2021		2020		2021		2020
Research and Development Services	$	694	$	1,247	$	3,324	$	4,681
Product Sales		435		258		747		706
Total Revenue	$	1,129	$	1,505	$	4,071	$	5,387

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		(274	)		(163	)		(8	)		(56	)		(27	)
Ending Balance as of September 30, 2021	$	777		$	56		$	85		$	37		$	30

Remaining performance obligations

Recently Adopted and Issued Accounting Standard Pronouncements

Recently Issued Accounting Standard Pronouncements

Basis of Presentation and Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

Summary of the Total Amount of Revenue for Each Such Customer

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


	For the three months ended September 30				For the nine months ended September 30
	2021		2020		2021		2020
Research and Development Services	$	694	$	1,247	$	3,324	$	4,681
Product Sales		435		258		747		706
Total Revenue	$	1,129	$	1,505	$	4,071	$	5,387

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		(274	)		(163	)		(8	)		(56	)		(27	)
Ending Balance as of September 30, 2021	$	777		$	56		$	85		$	37		$	30

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2021

Fair Value Disclosures [Abstract]

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 September 30, 2021
	Level 1		Level 2		Level 3		Fair Value
Assets:
Cash equivalents:
Money market funds	$	9,604	$	—	$	—	$	9,604
Total assets	$	9,604	$	—	$	—	$	9,604

Liabilities:
Warrant liability	$	—	$	—	$	5,265	$	5,265
Total liabilities	$	—	$	—	$	5,265	$	5,265


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

Schedule of Changes in Fair Value of Level 3 Warrants

The table sets forth a summary of changes in the fair value of the Company’s Level 3 warrants for the years ended December 31, 2020, and the nine months ended September 30, 2021:


Balance at December 31, 2020	$	—
Increase in fair value of warrants		5,265
Balance at September 30, 2021	$	5,265

Balance Sheet Components (Tables)

9 Months Ended

Sep. 30, 2021

Organization Consolidation And Presentation Of Financial Statements [Abstract]

Inventories

Inventories consist of the following:


	September 30, 2021		December 31, 2020
Raw materials	$	511	$	516
Work-in-process		262		100
Finished goods		541		91
Total inventories	$	1,314	$	707

Prepaid expenses and other current assets

Prepaid expenses and other current assets consist of the following:


	September 30, 2021		December 31, 2020
Prepaid rent and other expense	$	869	$	313
Software		489		287
Other assets		92		93
Total prepaid expenses and other current assets	$	1,450	$	693

Summary of Estimated Useful Lives by Asset Classification

Property and equipment, net

Property and equipment, net consist of the following:


	September 30, 2021			December 31, 2020
Robotics and manufacturing equipment	$	796		$	659
Leasehold improvements		154			154
Computer equipment		578			568
Capital leased computer equipment		264			386
Software		393			359
Other fixed assets		147			147
Construction in progress		4,219			141
Property and equipment, gross		6,551			2,414
Accumulated depreciation and amortization		(1,315	)		(989	)
Property and equipment, net	$	5,236		$	1,425

Accrued liabilities

Accrued liabilities consist of the following:


	September 30, 2021		December 31, 2020
Payroll and payroll taxes	$	410	$	648
CARES Act deferred payroll taxes		286		286
Consulting and professional services		585		125
Accrued transaction costs		669	—
Accrued facility costs		260	—
Other current liabilities		479		196
Total accrued liabilities	$	2,689	$	1,255

Other non-current liabilities

Other non-current liabilities consist of the following:


	September 30, 2021		December 31, 2020
CARES Act deferred payroll taxes	$	286	$	286
Capital leases		8		240
Other non-current liabilities		6	—
Total other non-current liabilities	$	300	$	526

Notes Payable (Tables)

9 Months Ended

Sep. 30, 2021

Debt Disclosure [Abstract]

Summary of Notes Payable

Notes payable consisted of the following:


	September 30, 2021		December 31, 2020
First PPP loan	$	—	$	2,394
Second PPP loan		2,000		—
Total Notes payable		2,000		2,394
Less: Notes payable, current portion		108		1,328
Notes payable, net of current portion	$	1,892	$	1,066

Summary of Principal Payments of PPP Loan

As of September 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

Reverse Recapitalization (Tables)

9 Months Ended

Sep. 30, 2021

Business Combination and Asset Acquisition [Abstract]

Schedule of Merger to the Consolidated Statement of Cash Flows and Consolidated Statement of Stockholders' Equity

The following table reconciles the elements of the Merger to the condensed consolidated statements of cash flows and the condensed consolidated statements of stockholders’ equity for the nine months ended September 30, 2021:


	Recapitalization
Cash proceeds from Rotor, net of redemptions	$	41,208
Cash proceeds from PIPE Financing1		220,000
Less: Cash payment of transaction expenses - Sarcos		(15,706	)
Less: Cash payment of transaction expenses and underwriting fees - Rotor		(15,848	)
Net Cash proceeds from Merger and PIPE financing		229,654
Less: Warrant liabilities assumed		(8,774	)
Less: Other non-cash net assets assumed		193
Less: Unpaid and previously expensed Merger transaction costs		(669	)
Net contributions from recapitalization	$	220,404

1 The PIPE Financing.

The following table present the number of shares of the Company’s Common Stock outstanding immediately following the consummation of the Merger:


	Number of Shares
Rotor Class A Common Stock, outstanding prior to Business Combination		27,600,000
Rotor Class B Common Stock, outstanding prior to Business Combination		6,405,960
Class A common stock issued to PIPE Investors2		22,000,000
Less: redemption of Rotor Common Stock		(23,479,970	)
Total shares from Merger and PIPE financing		32,525,990
Recapitalization of Old Sarcos common stock into Class A common stock3		105,063,285
Total shares of Common Stock immediately after the Effective Time		137,589,275

2 See footnote (1) of the preceding table.

Warrants (Tables)

9 Months Ended

Sep. 30, 2021

Schedule of Quantitative Information Regarding Assumptions Used in Black Scholes Option-Pricing Model

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


	September 30,			December 31,
	2021			2020
Options
Fair value of Common Stock	$	8.78		$	0.72
Risk-free interest rate		1.05	%		0.51	%
Expected term (in years)	6.14			6.06
Expected dividend yield		0.00	%		0.00	%
Expected volatility		68.25	%		64.98	%

Private Placement Warrants

Schedule of Quantitative Information Regarding Assumptions Used in Black Scholes Option-Pricing Model

The following table provides quantitative information regarding assumptions used in the Black Scholes option-pricing model to determine the fair value of the Private Placement Warrants:


	September 30, 2021			September 24, 2021 (Closing Date)
Stock price	$	7.73		$	10.05
Term (in years)		0.31			0.32
Expected volatility		25.0	%		18.9	%
Risk-free rate		1.0	%		1.0	%
Dividend yield		0.0	%		0.0	%

Stock-based Compensation (Tables)

9 Months Ended

Sep. 30, 2021

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Schedule of Stock Options Activity

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


	Options Outstanding
	Number of Shares			Weighted Average Exercise Price		Weighted-Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value
Outstanding – December 31, 2020		7,883,087		$	0.59		6.83	$	5,058
Granted		1,793,940			8.78
Exercised		(24,746	)		0.83
Cancelled		(951,270	)		0.82
Outstanding – September 30, 2021		8,701,011		$	2.26		6.42	$	47,633
Vested and expected to vest – September 30, 2021		8,701,011			2.26		6.42	$	47,633
Exercisable – September 30, 2021		4,928,738		$	0.43		5.30	$	35,991

Summary of RSUs and RSAs Activity

The following summarizes the Company’s employee RSUs activity for the nine months ended September 30, 2021:


	Restricted Stock Units Outstanding
	Number of Shares			Weighted-Average Grant-Date Fair Value
Outstanding – December 31, 2020		901,217		$	1.18
Granted		205,168			8.78
Cancelled		(6,884	)		1.17
Outstanding – September 30, 2021		1,099,501		$	2.60

The following summarizes the Company’s employee RSAs activity for the nine months ended September 30, 2021:


	Restricted Stock Awards Outstanding
	Number of Shares		Weighted-Average Grant-Date Fair Value
Outstanding – December 31, 2020		—	$	—
Granted		5,129,222		8.78
Outstanding – September 30, 2021		5,129,222	$	8.78

Schedule of Fair Value of Each Option Grants

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


	September 30,			December 31,
	2021			2020
Options
Fair value of Common Stock	$	8.78		$	0.72
Risk-free interest rate		1.05	%		0.51	%
Expected term (in years)	6.14			6.06
Expected dividend yield		0.00	%		0.00	%
Expected volatility		68.25	%		64.98	%

Schedule of Stock Based Compensation Expense

The Company recognized stock-based compensation expense under the 2015 and 2021 Plan in the condensed consolidated statement of operations as follows:


	September 30,		September 30,
	2021		2020
Cost of revenue	$	70	$	77
Research and development		269		127
Sales and marketing		787		33
General and administrative		29,632		346
Total stock-based compensation expense	$	30,758	$	583

Schedule of Summary of Weighted Average Fair Value Per Share


	September 30, 2021
Granted	$	5.40
Exercised	$	0.48
Cancelled	$	0.55
Unvested	$	3.25

Net Loss Per Share (Tables)

9 Months Ended

Sep. 30, 2021

Earnings Per Share [Abstract]

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 September 30, 2021 and 2020:


	For the three months ended September 30,
	2021			2020
Numerator:
Net loss attributable to common stockholders	$	(36,985	)	$	(6,893	)
Denominator:
Weighted average shares outstanding, basic and diluted		106,614,893			103,506,165
Basic and diluted net loss per share	$	(0.35	)	$	(0.07	)

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


	For the nine months ended September 30,
	2021			2020
Numerator:
Net loss attributable to common stockholders	$	(47,446	)	$	(17,049	)
Denominator:
Weighted average shares outstanding, basic and diluted		104,922,111			98,862,683
Basic and diluted net loss per share	$	(0.45	)	$	(0.17	)

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


	For the nine months ended
	September 30,
	2021		2020
Outstanding warrants		20,549,468		1,282,306
Outstanding restricted stock awards		5,129,222		—
Outstanding stock options and restricted stock units		9,800,512		9,509,332
Outstanding earnout shares		28,125,000		—
Total anti-dilutive securities		63,604,202		10,791,638

Commitments and Contingencies (Tables)

9 Months Ended

Sep. 30, 2021

Commitments And Contingencies Disclosure [Abstract]

Schedule of Future Minimum Rental Payments for Operating Leases


	Operating Leases
2021	$	106
2022		1,280
2023		970
2024		1,324
2025		1,360
2026 and thereafter		11,322
Total	$	16,362

Schedule of Future Minimum Lease Payments for Capital Leases

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


	Capital Leases
2021	$	2
2022		98
2023		4
2024		4
Minimum lease payment including interest		108
Amount representing interest		(5	)
Minimum lease payments excluding interest	$	103

Schedule of Unconditional Purchase Commitment

As of September 30, 2021, the Company has an unconditional purchase commitment with Palantir as detailed in the table below:


	Annual Service Payments
2021 (remaining)		1,100
2022		4,000
2023		8,000
2024		8,000
2025		10,000
2026		10,000
Total		41,100

Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended		9 Months Ended
	Sep. 24, 2021	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Summaryof Significant Accounting Policies Details [Line Items]
Research and development		$ 4,529	$ 4,606	$ 11,398	$ 11,249
Cash and cash equivalents		239,148		239,148		$ 33,664
Accumulated deficit		(111,429)		(111,429)
Working capital		238,123		238,123
Revenue, Remaining Performance Obligation, Amount		3,422		3,422
Sale of per share price (in Dollars per share)	$ 0.0001
Net proceeds amount	$ 229,654
Restricted cash, current		108		108
Restricted cash, net of current		$ 1,932		$ 1,932
Earn-outs, up to an aggregate				63,604,202	10,791,638
Common stock, shares issued		137,589,275	137,589,275	137,589,275	137,589,275	104,039,354
Common stock, par value		$ 0.0001		$ 0.0001		$ 0.0001
Right to receive exchange ratio of common stock	5.12922%
Deferred revenue, revenue recognized		$ 5		$ 57
PIPE Investor [Member]
Summaryof Significant Accounting Policies Details [Line Items]
Common stock, shares issued	22,000,000
Common stock, par value	$ 10.00
Aggregate purchase price	$ 220,000
Common Stock [Member]
Summaryof Significant Accounting Policies Details [Line Items]
Earn-outs, up to an aggregate				28,125,000
PPP Loan
Summaryof Significant Accounting Policies Details [Line Items]
Proceeds From US Government				$ 2,000
Restricted cash, current		108		108
Restricted cash, net of current		$ 1,932		$ 1,932

Basis of Presentation and Summary of Significant Accounting Policies - Summary of Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Summaryof Significant Accounting Policies Details [Line Items]
Total Revenue	$ 1,129	$ 1,505	$ 4,071	$ 5,387
Research and Development Services
Summaryof Significant Accounting Policies Details [Line Items]
Total Revenue	694	1,247	3,324	4,681
Product Sales
Summaryof Significant Accounting Policies Details [Line Items]
Total Revenue	$ 435	$ 258	$ 747	$ 706

- Definition

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).

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 323
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 28
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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+ Details

Basis of Presentation and Summary of Significant Accounting Policies - Summary of Information about Contract Balances (Details) - USD ($) $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Accounts receivable
Opening Balance	$ 1,051	$ 916	$ 916
Increase/(decrease), net	(274)	(384)	135
Ending Balance	777		1,051
Unbilled receivable
Opening Balance	219	868	868
Increase/(decrease), net	(163)		(649)
Ending Balance	56		219
Contract assets (current)
Opening Balance	93	195	195
Increase/(decrease), net	(8)		(102)
Ending Balance	85		93
Contract assets (long-term)
Opening Balance	93	110	110
Increase/(decrease), net	(56)		(17)
Ending Balance	37		93
Deferred revenue
Opening Balance	57	$ 200	200
Increase/(decrease), net	(27)		(143)
Ending Balance	$ 30		$ 57

Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details 1) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2021-10-01	Sep. 30, 2021
Summaryof Significant Accounting Policies Details [Line Items]
Revenue, Remaining Performance Obligation, Recognition Percentage	32.00%
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period	3 months

Fair Value Measurements - Schedule Of Assets Measured At Fair Value On Recurring Basis (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Assets:
Total liabilities	$ 5,265
Warrant Liability
Assets:
Total liabilities	5,265
Cash Equivalents
Assets:
Total assets	9,604	$ 31,726
Cash Equivalents \| Money Market Funds
Assets:
Total assets	9,604	31,726
Cash Equivalents \| Fair Value, Inputs, Level 1
Assets:
Total assets	9,604	31,726
Cash Equivalents \| Fair Value, Inputs, Level 1 \| Money Market Funds
Assets:
Total assets	$ 9,604	$ 31,726

Fair Value Measurements - Additional Information (Details) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Fair Value Disclosures [Abstract]
Transfers between fair value measurements levels			$ 0		$ 0
Transfer of assets or liabilities at any level	$ 0	$ 0	$ 0	$ 0

Fair Value Measurements - Schedule of Changes in Fair Value of Level 3 Warrants (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2021 USD ($)
Fair Value Measurements Details Scheduleoffairvalueofwarrantliabilities [Line Items]
Increase in fair value of warrants	$ 5,265
Balance at September 30, 2021	$ 5,265

Balance Sheet Components - Schedule of Inventories (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Organization Consolidation And Presentation Of Financial Statements [Abstract]
Raw materials	$ 511	$ 516
Work-in-process	262	100
Finished goods	541	91
Total inventories	$ 1,314	$ 707

Balance Sheet Components - Schedule of Prepaid Expenses And Other Current Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Schedule Of Balance Sheet Components [Line Items]
Prepaid rent and other expense	$ 869	$ 313
Total prepaid expenses and other current assets	1,450	693
Software
Schedule Of Balance Sheet Components [Line Items]
Other assets	489	287
Other Assets
Schedule Of Balance Sheet Components [Line Items]
Other assets	$ 92	$ 93

Balance Sheet Components - Property Plant and Equipment Net (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Schedule Of Balance Sheet Components [Line Items]
Property and equipment, gross	$ 6,551	$ 2,414
Accumulated depreciation and amortization	(1,315)	(989)
Property and equipment, net	5,236	1,425
Robotics and Manufacturing Equipment
Schedule Of Balance Sheet Components [Line Items]
Property and equipment, gross	796	659
Leasehold Improvements
Schedule Of Balance Sheet Components [Line Items]
Property and equipment, gross	154	154
Computer Equipment
Schedule Of Balance Sheet Components [Line Items]
Property and equipment, gross	578	568
Capital Leased Computer Equipment
Schedule Of Balance Sheet Components [Line Items]
Property and equipment, gross	264	386
Software
Schedule Of Balance Sheet Components [Line Items]
Property and equipment, gross	393	359
Other Fixed Assets
Schedule Of Balance Sheet Components [Line Items]
Property and equipment, gross	147	147
Construction in Progress
Schedule Of Balance Sheet Components [Line Items]
Property and equipment, gross	$ 4,219	$ 141

Balance Sheet Components - Additional Information (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Schedule Of Balance Sheet Components [Line Items]
Depreciation and amortization	$ 326	$ 345
Construction in Progress
Schedule Of Balance Sheet Components [Line Items]
Tenant Improvements	$ 2,736

Balance Sheet Components - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Organization Consolidation And Presentation Of Financial Statements [Abstract]
Payroll and payroll taxes	$ 410	$ 648
CARES Act deferred payroll taxes	286	286
Consulting and professional services	585	125
Accrued transaction costs	669
Accrued facility costs	260
Other current liabilities	479	196
Total accrued liabilities	$ 2,689	$ 1,255

Balance Sheet Components - Other Noncurrent Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Organization Consolidation And Presentation Of Financial Statements [Abstract]
CARES Act deferred payroll taxes	$ 286	$ 286
Capital leases	8	240
Other non-current liabilities	6
Total other non-current liabilities	$ 300	$ 526

Notes Payable - Additional Information (Details) - USD ($) $ in Thousands	Jun. 11, 2021	Mar. 03, 2021	Apr. 30, 2020
PPP Loan
Debt Instrument [Line Items]
Principal amount			$ 2,394
Annual interest rate			1.00%
Loan term			2 years
Loans forgiven	$ 2,394
Second PPP Loan
Debt Instrument [Line Items]
Loans Granted		$ 2,000

Notes Payable - Summary of Notes Payable (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Total Notes payable	$ 2,000	$ 2,394
Less: Notes payable, current portion	108	1,328
Notes payable, net of current portion	1,892	1,066
First PPP Loan
Debt Instrument [Line Items]
Total Notes payable		$ 2,394
Second PPP Loan
Debt Instrument [Line Items]
Total Notes payable	$ 2,000

Notes Payable - Summary of Principal Payments of PPP Loan (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Debt Disclosure [Abstract]
2022	$ 241
2023	535
2024	541
2025	546
2026	137
Total Notes payable	$ 2,000	$ 2,394

Reverse Recapitalization - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 24, 2021	Dec. 31, 2020
Business Acquisition [Line Items]
Net cash proceeds	$ 231,471	$ 42,366
Common Stock Shares Outstanding	137,589,275		21,483,286	104,039,354
Common Stock Shares Issued	137,589,275	137,589,275		104,039,354
Incremental Costs	$ 32,567
Transaction costs	1,104
PIPE Financing
Business Acquisition [Line Items]
Net cash proceeds	$ 229,654
Common Stock
Business Acquisition [Line Items]
Contingent merger consideration earn-out shares issuable	28,125,000
Common Stock Shares Outstanding	137,589,275
Common Stock Shares Issued	137,589,275
Common Stock Price Per Share Equals Or Exceeds 20.00 Per Share
Business Acquisition [Line Items]
Contingent merger consideration earn-out shares issuable	14,062,500
Earnout Price Per Share	$ 20.00
Earn-Out trading days	20 days
Earn-Out consecutive trading days	30 days
Common Stock Price Per Share Equals Or Exceeds 15.00 Per Share
Business Acquisition [Line Items]
Contingent merger consideration earn-out shares issuable	14,062,500
Earnout Price Per Share	$ 15.00
Earn-Out trading days	20 days
Earn-Out consecutive trading days	30 days

Reverse Recapitalization - Schedule of Consolidated Statement of Cash Flows and Consolidated Statement of Stockholders Equity (Details) - USD ($)

9 Months Ended

Sep. 30, 2021

Sep. 30, 2020

Sep. 24, 2021

Dec. 31, 2020

Business Acquisition [Line Items]

Less: Cash payment of transaction expenses - Sarcos

$ (15,706,000)

Less: Cash payment of transaction expenses and underwriting fees - Rotor

(15,848,000)

Net cash proceeds

231,471,000

$ 42,366,000

Less: Warrant liabilities assumed

(8,774,000)

Less: Other non-cash net assets assumed

193,000

Less: Unpaid and previously expensed merger transaction costs

(669,000)

Net Contributions from Recapitalization

$ 220,404,000

Common stock, shares outstanding

137,589,275

21,483,286

104,039,354

Common stock, shares issued

137,589,275

104,039,354

Less: redemption of Rotor Common Stock

$ (23,479,970)

Total shares from Merger and PIPE financing

32,525,990

Recapitalization of old common stock

^[1]

105,063,285

Total shares of Common Stock immediately after the Effective Time

137,589,275

PIPE Financing

Business Acquisition [Line Items]

Cash proceeds from PIPE Financing

^[2]

$ 220,000,000

Net cash proceeds

$ 229,654,000

PIPE Investors

Business Acquisition [Line Items]

Common stock, shares issued

^[3]

22,000,000

Merger and PIPE Financing

Business Acquisition [Line Items]

Net cash proceeds

$ 229,654,000

Rotor Acquisition Corp

Business Acquisition [Line Items]

Cash proceeds from Rotor, net of redemptions

$ 41,208,000

Rotor Acquisition Corp | Common Class A

Business Acquisition [Line Items]

Common stock, shares outstanding

27,600,000

Rotor Acquisition Corp | Common Class B

Business Acquisition [Line Items]

Common stock, shares outstanding

6,405,960

[1]	The number of Old Sarcos shares was determined from the 21,483,286 shares of Old Sarcos Common Stock warrants, Common Stock and preferred stock outstanding immediately prior to the closing of the Business Combination, which are presented net of the Common and Preferred Stock redeemed, converted at the Exchange Ratio of 5.129222424. This excludes a restricted stock award for 5,129,222 shares that was unvested as of the date of the Merger. All fractional shares were rounded down.
[2]	The PIPE Financing.
[3]	See footnote (1) of the preceding table.

Reverse Recapitalization - Schedule of Consolidated Statement of Cash Flows and Consolidated Statement of Stockholders Equity (Parenthetical) (Details) - $ / shares	Sep. 24, 2021	Sep. 30, 2021	Dec. 31, 2020	Sep. 30, 2020
Business Acquisition [Line Items]
Common stock, shares issued		137,589,275	104,039,354	137,589,275
Common stock, par value		$ 0.0001	$ 0.0001
Common stock, shares outstanding	21,483,286	137,589,275	104,039,354
Business combination exchange ratio	5.12922%
Restricted Stock Awards
Business Acquisition [Line Items]
Number of shares unvested		5,129,222

Equity - Additional Information (Details) - USD ($) $ in Thousands		1 Months Ended	3 Months Ended		9 Months Ended
	Feb. 16, 2016	Sep. 30, 2016	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Sep. 24, 2021	Dec. 31, 2020
Stockholders Equity Details [Line Items]
Common stock, shares authorized			990,000,000		990,000,000			133,312,415
Common stock, shares issued			137,589,275	137,589,275	137,589,275	137,589,275		104,039,354
Common stock, shares outstanding			137,589,275		137,589,275		21,483,286	104,039,354
Preferred stock, shares authorized			10,000,000		10,000,000
Stock-based compensation expense					$ 30,758	$ 583
Preferred stock, shares issued			0		0
Preferred stock, shares outstanding			0		0
Acquired non controlling interest shares purchase price	$ 200
Zepto
Stockholders Equity Details [Line Items]
Ownership percentage								79.00%
Non-controlling interest								21.00%
Founder Shares
Stockholders Equity Details [Line Items]
Shares subject to repurchase			0		0
Stock Repurchase Expiration Date		Sep. 30, 2020
Stock repurchase lapse period		48 months
Stock-based compensation expense				$ 506		$ 1,518
Unrecognized stock based compensation			$ 0		$ 0
Common Class B \| Founder Shares
Stockholders Equity Details [Line Items]
Shares subject to repurchase		4,000,000

Warrants - Additional Information (Details) - $ / shares			9 Months Ended	12 Months Ended
	Jan. 20, 2021	Jan. 31, 2020	Sep. 30, 2021	Dec. 31, 2020
Class of Warrant or Right [Line Items]
Shares of common stock per warrant		250,000
Contractual term		10 years	6 years 1 month 20 days	6 years 21 days
Risk-free interest rate		3.05%	1.05%	0.51%
Volatility rate		85.00%	68.25%	64.98%
Dividend yield		0.00%	0.00%	0.00%
Redemption of Warrants When Price Per Share Equals or Exceeds $18.00 Per Share
Class of Warrant or Right [Line Items]
Redemption of warrants price per share			$ 18.00
Warrants price per share			$ 0.01
Minimum period for written notice of redemption			30 days
Consecutive trading days			20 days
Consecutive trading days after commencement			30 days
Trading days, description			if, and only if, the last reported sale price of the shares of our 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 we send the notice of redemption to the Warrant holders (which we refer to as 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			upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each Warrant holder; and
Redemption of Warrants When Price Per Share Equals or Exceeds $18.00 Per Share \| Minimum
Class of Warrant or Right [Line Items]
Warrants reference value per share			$ 18.00
Redemption of Warrants When Price Per Share Equals or Exceeds $10.00 Per Share
Class of Warrant or Right [Line Items]
Redemption of warrants price per share			10.00
Warrants price per share			$ 0.10
Minimum period for written notice of redemption			30 days
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 determined by reference to an agreed table based on the redemption date and the “fair market value” of our Common Stock;
Redemption of Warrants When Price Per Share Equals or Exceeds $10.00 Per Share \| Minimum
Class of Warrant or Right [Line Items]
Warrants reference value per share			$ 10.00
Redemption of Warrants When Price Per Share Equals or Exceeds $10.00 Per Share \| Maximum
Class of Warrant or Right [Line Items]
Warrants reference value per share			$ 18.00
Common Stock
Class of Warrant or Right [Line Items]
Shares of common stock per warrant			1
Warrant exercise price			$ 11.50
Expiration date			Sep. 24, 2026
Warrant expiration term			5 years
IPO
Class of Warrant or Right [Line Items]
Issuance of shares (in Shares)	27,600,000
Sale of warrants (in Shares)	7,270,000
Series C Preferred Stock
Class of Warrant or Right [Line Items]
Shares of common stock per warrant		250,000
Warrant exercise price		$ 11.3243
Expiration date		Jan. 31, 2030

Warrants - Schedule of Quantitative Information Regarding Assumptions Used in Black Scholes Option-Pricing Model (Details) - $ / shares			9 Months Ended	12 Months Ended
	Sep. 24, 2021	Jan. 31, 2020	Sep. 30, 2021	Dec. 31, 2020
Class of Warrant or Right [Line Items]
Term (in years)		10 years	6 years 1 month 20 days	6 years 21 days
Expected volatility		85.00%	68.25%	64.98%
Risk-free rate		3.05%	1.05%	0.51%
Dividend yield		0.00%	0.00%	0.00%
Private Placement Warrants
Class of Warrant or Right [Line Items]
Stock price	$ 10.05		$ 7.73
Term (in years)	3 months 25 days		3 months 21 days
Expected volatility	18.90%		25.00%
Risk-free rate	1.00%		1.00%
Dividend yield	0.00%		0.00%

Stock-based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Options granted	1,793,940
Stock-based compensation expense	$ 30,758	$ 583
Restricted Stock Awards
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock awards, weighted average grant date fair value	$ 8.78
Restricted Stock Awards \| Chairman and Chief Executive Officer
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-based compensation arrangement by share-based payment award, award vesting period	15 months
Stock-based compensation expense	$ 20,800
Restricted Stock Units (RSUs)
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock awards, weighted average grant date fair value	$ 8.78
Stock Option
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense	$ 10,311
Period for recognition of unrecognized compensation cost related to non-vested stock awards	3 years 1 month 6 days
Service Vesting Rights
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-based compensation arrangement by share-based payment award, award vesting period	4 years
Service Vesting Rights \| Restricted Stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-based compensation arrangement by share-based payment award, award vesting period	1 year
Stock-based compensation expense	$ 8,086		$ 0
Two Thousand Fifteen Equity Incentive Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total number of shares	3,180,714
Stock - based compensation exercisable period	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
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
Two Thousand Twenty One Equity Incentive Plan [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total number of shares	30,000,000
Due to failure to vest, additional shares added.	12,760,600
Options granted		0

Stock-based Compensation - Schedule of Stock Options Activity (Details) $ / shares in Units, $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2021 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) $ / shares shares
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Options outstanding, beginning balance \| shares	7,883,087
Options granted \| shares	1,793,940
Options exercised \| shares	(24,746)
Options cancelled \| shares	(951,270)
Options outstanding, ending balance \| shares	8,701,011	7,883,087
Options vested or expected to vest \| shares	8,701,011
Options exercisable \| shares	4,928,738
Options outstanding, weighted average exercise price, beginning balance \| $ / shares	$ 0.59
Options granted, weighted average exercise price \| $ / shares	8.78
Options exercised, weighted average exercise price \| $ / shares	0.83
Options cancelled, weighted average exercise price \| $ / shares	0.82
Options outstanding, weighted average exercise price, ending balance \| $ / shares	2.26	$ 0.59
Options vested or expected to vest, weighted average exercise price \| $ / shares	2.26
Options exercisable, weighted average exercise price \| $ / shares	$ 0.43
Options outstanding, weighted average remaining contractual term	6 years 5 months 1 day	6 years 9 months 29 days
Options vested or expected to vest, weighted average remaining contractual term	6 years 5 months 1 day
Options exercisable, weighted average remaining contractual term	5 years 3 months 18 days
Options outstanding, aggregate intrinsic value \| $	$ 47,633	$ 5,058
Options vested or expected to vest, aggregate intrinsic value \| $	47,633
Options exercisable, aggregate intrinsic value \| $	$ 35,991

Stock-based Compensation - Summary of RSUs Activity (Details) - Restricted Stock Units (RSUs)	9 Months Ended
	Sep. 30, 2021 $ / shares shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares, beginning balance \| shares	901,217
Number of shares, granted \| shares	205,168
Number of shares, cancelled \| shares	(6,884)
Number of shares, ending balance \| shares	1,099,501
Weighted average fair value, beginning balance \| $ / shares	$ 1.18
Weighted average fair value, granted \| $ / shares	8.78
Weighted average fair value, cancelled \| $ / shares	1.17
Weighted average fair value, ending balance \| $ / shares	$ 2.60

Stock-based Compensation - Summary of RSAs Activity (Details) - Restricted Stock Awards	9 Months Ended
	Sep. 30, 2021 $ / shares shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares, granted \| shares	5,129,222
Number of shares, ending balance \| shares	5,129,222
Weighted average fair value, granted \| $ / shares	$ 8.78
Weighted average fair value, ending balance \| $ / shares	$ 8.78

Stock-based Compensation - Schedule of Fair Value of Each Option Grants (Details) - $ / shares		9 Months Ended	12 Months Ended
	Jan. 31, 2020	Sep. 30, 2021	Dec. 31, 2020
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Fair value of Common Stock		$ 8.78	$ 0.72
Risk-free interest rate	3.05%	1.05%	0.51%
Contractual term	10 years	6 years 1 month 20 days	6 years 21 days
Dividend yield	0.00%	0.00%	0.00%
Volatility rate	85.00%	68.25%	64.98%

Stock-based Compensation - Schedule of Stock Based Compensation Expense (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense	$ 30,758	$ 583
Cost of Revenue
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense	70	77
Research and Development
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense	269	127
Sales and Marketing
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense	787	33
General and Administrative
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense	$ 29,632	$ 346

Stock-based Compensation - Summary of Weighted Average Fair Value Per Share (Details)	9 Months Ended
	Sep. 30, 2021 $ / shares
Sharebased Compensation Arrangement By Sharebased Payment Award Options Nonvested Weighted Average Grant Date Fair Value [Abstract]
Granted	$ 5.40
Exercised	0.48
Cancelled	0.55
Unvested	$ 3.25

Net Loss Per Share - Schedule of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Numerator:
Net loss attributable to common stockholders	$ (36,985)	$ (6,893)	$ (47,446)	$ (17,049)
Denominator:
Weighted average shares outstanding, basic and diluted	106,614,893	103,506,165	104,922,111	98,862,683
Basic and diluted net loss per share	$ (0.35)	$ (0.07)	$ (0.45)	$ (0.17)

- Definition

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

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+ Details

Net Loss Per Share - Schedule of Shares Excluded from Computation of Diluted Net Loss Per Share (Details) - shares	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Total anti-dilutive securities	63,604,202	10,791,638
Outstanding Warrants
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Total anti-dilutive securities	20,549,468	1,282,306
Outstanding Restricted Stock Awards
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Total anti-dilutive securities	5,129,222
Outstanding Stock Options and Restricted Stock Units
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Total anti-dilutive securities	9,800,512	9,509,332
Outstanding Earnout Shares
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Total anti-dilutive securities	28,125,000

Income Taxes - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Income Tax Disclosure [Abstract]
Provision for income taxes	$ 0	$ 0	$ 1	$ 1
Income tax expense pre-tax loss, percentage	0.00%	(0.00%)	0.00%	0.00%

- Definition

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

+ References + Details

Commitments and Contingencies - Schedule of Future Minimum Lease Payments under Noncancelable Operating Leases (Details) $ in Thousands	Sep. 30, 2021 USD ($)
Commitments And Contingencies Disclosure [Abstract]
2021	$ 106
2022	1,280
2023	970
2024	1,324
2025	1,360
2026 and thereafter	11,322
Total	$ 16,362

Commitments and Contingencies - Additional Information (Details) - USD ($)			9 Months Ended
	Jul. 06, 2021	Apr. 04, 2021	Sep. 30, 2021	Sep. 30, 2020
Commitments and Contingencies Details [Line Items]
Operating Lease, Expense			$ 1,242,000	$ 220,000
Reduction in property and equipment, net	$ 142,000
Gain (loss) recorded as result of adjustment	0
Current Lease Obligation
Commitments and Contingencies Details [Line Items]
Reduction in property and equipment, net	20,000
Non-current Lease Obligations
Commitments and Contingencies Details [Line Items]
Reduction in property and equipment, net	$ 122,000
Accrued Liabilities
Commitments and Contingencies Details [Line Items]
Capital Lease Obligation			93,000
Other Noncurrent Liabilities
Commitments and Contingencies Details [Line Items]
Capital Lease Obligation			$ 8,000
Palantir Technologies
Commitments and Contingencies Details [Line Items]
Professional and contract services expense term		6 years
Professional and contract services expense		$ 42,000,000

Commitments and Contingencies - Schedule of Future Minimum Lease Payments under Noncancelable Capital Leases (Details) $ in Thousands	Sep. 30, 2021 USD ($)
Commitments And Contingencies Disclosure [Abstract]
2021	$ 2
2022	98
2023	4
2024	4
Minimum lease payment including interest	108
Amount representing interest	(5)
Minimum lease payments excluding interest	$ 103

Commitments and Contingencies - Schedule of Unconditional Purchase Commitment (Details) - Palantir Technologies $ in Thousands	Sep. 30, 2021 USD ($)
Recorded Unconditional Purchase Obligation [Line Items]
2021 (remaining)	$ 1,100
2022	4,000
2023	8,000
2024	8,000
2025	10,000
2026	10,000
Total	$ 41,100

Segment Information - Additional Information (Details) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021 USD ($)	Sep. 30, 2020 USD ($)	Sep. 30, 2021 USD ($) Segment	Sep. 30, 2020 USD ($)
Segment Reporting Information [Line Items]
Number of reportable segment			1
Number of operating segment			1
Non-US [Member]
Segment Reporting Information [Line Items]
Revenue earned from customers \| $	$ 5	$ 71	$ 76	$ 71

- Definition

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.

+ References

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+ Details

Related Party Transactions - Additional Information (Details) - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
	Apr. 04, 2021	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Feb. 16, 2021	Dec. 31, 2020
Related Party Transactions Details [Line Items]
Revenue, net		$ 1,129	$ 1,505	$ 4,071	$ 5,387
Construction in Progress, Cost Capitalized		499		499
Zepto
Related Party Transactions Details [Line Items]
Ownership percentage							79.00%
Business Combination, Acquisition of Less than 100 Percent, Noncontrolling Interest, Fair Value						$ 200
Chief Legal Officer \| Zepto
Related Party Transactions Details [Line Items]
Participating Ownership Holding Percentage							21.00%
Delta Air Lines, INC.
Related Party Transactions Details [Line Items]
Revenue, net				0	$ 100
Palantir \| Software
Related Party Transactions Details [Line Items]
Finite-Lived Intangible Asset, Contractual Useful Life	6 years
Capitalized Computer Software, Net	$ 42,000
Service expenses				1,057
Accounts Payable		162		162
Accrued liabilities		$ 84		$ 84

Employee Benefits - Additional Information (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Compensation And Retirement Disclosure [Abstract]
Maximum defer net employment income percentage	100.00%	100.00%
Accrued amount for employee contribution	$ 0	$ 0