0000950170-22-016169 | 10-Q | XBRL Viewer | Sarcos Technology Robotics Corp

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Document and Entity Information - shares shares in Millions	6 Months Ended
Document and Entity Information - shares shares in Millions	Jun. 30, 2022	Jul. 29, 2022
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2022
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q2
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	650 South 500 West
Entity Address, Address Line Two	Suite 150
Entity Address, City or Town	Salt Lake City
Entity Address, State or Province	UT
Entity Address, Postal Zip Code	84101
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		154.8
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	Jun. 30, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 73,259	$ 217,114
Marketable securities	79,507
Accounts receivable	1,147	788
Unbilled receivables	2,824	221
Inventories, net	1,896	1,006
Prepaid expenses and other current assets	5,512	9,202
Total current assets	164,145	228,331
Property and equipment, net	7,775	7,051
Intangible assets, net	20,726
Goodwill	70,861
Other non-current assets	503	441
Total assets	264,010	235,823
Liabilities, Current [Abstract]
Accounts payable	1,646	1,681
Accrued liabilities	8,133	4,480
Total current liabilities	9,779	6,161
Warrant liabilities	3,169	13,701
Deferred tax liabilities	2,768
Other non-current liabilities	2,017	1,999
Total liabilities	17,733	21,861
Commitments and contingencies (Note 12)
Stockholders' equity:
Common stock, $0.0001 par value, 990,000,000 shares authorized as of June 30, 2022, and December 31, 2021; 152,229,803 and 137,722,658 shares issued and outstanding as of June 30, 2022, and December 31, 2021, respectively	15	14
Additional paid-in capital	434,073	359,439
Accumulated deficit	(187,811)	(145,491)
Total stockholders' equity	246,277	213,962
Total liabilities and stockholders' equity	$ 264,010	$ 235,823

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2022	Dec. 31, 2021
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	990,000,000	990,000,000
Common stock, shares issued	152,229,803	137,722,658
Common stock, shares outstanding	152,229,803	137,722,658

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Revenue, net	$ 3,038	$ 1,143	$ 3,781	$ 2,942
Operating expenses:
Cost of revenue, excluding amortization	3,146	676	3,634	1,878
Research and development	7,569	4,054	13,450	6,869
General and administrative	18,146	2,921	35,938	5,235
Sales and marketing	2,586	1,163	4,797	1,819
Intangible amortization expense	574	0	574	0
Total operating expenses	32,021	8,814	58,393	15,801
Loss from operations	(28,983)	(7,671)	(54,612)	(12,859)
Interest income (expense), net	148	(13)	159	(23)
Gain on warrant liability	4,113		10,527
Gain on forgiveness of notes payable		2,394		2,394
Other (expense) income, net	(2)	28		28
Loss before provision for income taxes	(24,724)	(5,262)	(43,926)	(10,460)
Provision for income taxes	1,606	(1)	1,606	(1)
Net loss	$ (23,118)	$ (5,263)	$ (42,320)	$ (10,461)
Net loss per share:
Basic and diluted	$ (0.16)	$ (0.05)	$ (0.30)	$ (0.10)
Weighted-average shares used in computing net loss per share
Basic and diluted	146,278,898	104,063,972	142,116,194	104,061,824

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) - USD ($) $ in Thousands	Total	Additional Paid-In Capital	Accumulated Deficit	Noncontrolling Interests	Common Stock Common Class A	Previously Reported	Previously Reported Series A	Previously Reported Series B	Previously Reported Series C	Previously Reported Additional Paid-In Capital	Previously Reported Accumulated Deficit	Previously Reported Noncontrolling Interests	Previously Reported Common Stock Common Class A	Previously Reported Common Stock Common Class B	Revision of Prior Period Adjustment Series A	Revision of Prior Period Adjustment Series B	Revision of Prior Period Adjustment Series C	Revision of Prior Period Adjustment Additional Paid-In Capital	Revision of Prior Period Adjustment Common Stock Common Class A	Revision of Prior Period Adjustment Common Stock Common Class B
Beginning balance at Dec. 31, 2020	$ 32,904	$ 96,880	$ (63,983)	$ (3)	$ 10	$ 32,904				$ 96,870	$ (63,983)	$ (3)		$ 8				$ 10	$ 10	$ (8)
Temporary equity beginning balance (in Shares) at Dec. 31, 2020							5,421,446	3,158,338	3,532,228						(5,421,446)	(3,158,338)	(3,532,228)
Temporary equity beginning balance at Dec. 31, 2020							$ 5	$ 3	$ 4						$ (5)	$ (3)	$ (4)
Beginning balance (in Shares) at Dec. 31, 2020					104,039,354								171,645	8,000,001					103,867,709	(8,000,001)
Purchase of non-controlling interest	(200)	(203)		$ 3
Stock-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
Stock-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
Beginning balance at Dec. 31, 2021	213,962	359,439	(145,491)		$ 14
Beginning balance (in Shares) at Dec. 31, 2021					137,722,658
Stock-based compensation	10,850	10,850
Common stock issued upon vesting of restricted stock awards and restricted stock units (in Shares)					2,013,893
Shares repurchased for payment of tax withholdings and other	(5,250)	(5,250)
Shares repurchased for payment of tax withholdings and other (in Shares)					793,888
Exercise of stock options	65	65
Exercise of stock options (in Shares)					83,582
Net loss	(19,202)		(19,202)
Ending balance at Mar. 31, 2022	200,425	365,104	(164,693)		$ 14
Ending balance (in Shares) at Mar. 31, 2022					139,026,245
Beginning balance at Dec. 31, 2021	$ 213,962	359,439	(145,491)		$ 14
Beginning balance (in Shares) at Dec. 31, 2021					137,722,658
Exercise of stock options (in Shares)	1,575,984
Ending balance at Jun. 30, 2022	$ 246,277	434,073	(187,811)		$ 15
Ending balance (in Shares) at Jun. 30, 2022					152,229,803
Beginning balance at Mar. 31, 2022	200,425	365,104	(164,693)		$ 14
Beginning balance (in Shares) at Mar. 31, 2022					139,026,245
Stock-based compensation	10,270	10,270
Common stock issued upon vesting of restricted stock awards and restricted stock units (in Shares)					1,402,863
Shares repurchased for payment of tax withholdings and other	(1,342)	(1,342)
Shares repurchased for payment of tax withholdings and other (in Shares)					464,381
Exercise of stock options	486	486
Exercise of stock options (in Shares)					1,492,402
Common stock and assumed equity awards as consideration for an acquisition of a business	59,556	59,555			$ 1
Common stock and assumed equity awards as consideration for an acquisition of a business (In Shares)					10,772,674
Net loss	(23,118)		(23,118)
Ending balance at Jun. 30, 2022	$ 246,277	$ 434,073	$ (187,811)		$ 15
Ending balance (in Shares) at Jun. 30, 2022					152,229,803

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Cash flows from operating activities:
Net loss	$ (42,320)	$ (10,461)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation	21,120	392
Depreciation of property and equipment	594	219
Amortization of intangible assets	574	0
Change in fair value of warrant liability	(10,527)
Gain on forgiveness of notes payable		(2,394)
Changes in operating assets and liabilities
Accounts receivable	463	665
Unbilled receivable	(635)	(104)
Inventories	(424)	(551)
Deferred transactions costs		(2,799)
Prepaid expenses and other current assets	3,941	(655)
Other non-current assets	(40)
Accounts payable	(401)	1,044
Accrued liabilities	1,320	455
Other non-current liabilities	(1,589)	529
Net cash used in operating activities	(27,924)	(13,660)
Cash flows from investing activities:
Purchases of property and equipment	(690)	(2,282)
Acquisition of a business, net of cash acquired	(29,687)
Purchases of marketable securities	(79,507)
Net cash used in investing activities	(109,884)	(2,282)
Cash flows from financing activities:
Proceeds from notes payable		2,000
Proceeds from exercise of stock options	551	20
Shares repurchased for payment of tax withholdings	(6,596)
Purchase of non-controlling interest		(200)
Payment of obligations under capital leases	(2)	(2)
Net cash (used in) provided by financing activities	(6,047)	1,818
Net decrease in cash, cash equivalents	(143,855)	(14,124)
Cash, cash equivalents at beginning of period	217,114	33,664
Cash, cash equivalents at end of period	73,259	19,540
Supplemental disclosure of cash flow information:
Cash paid for interest		1
Cash paid for income taxes		2
Supplemental disclosure of non-cash activities:
Common stock and assumed equity awards as consideration for an acquisition of a business	$ 59,556
Purchase of property and equipment included in accounts payable at period-end		151
Leasehold improvements paid by lessor		$ 961

Basis of Presentation and Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2022

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”), designs and produces highly dexterous mobile robotic systems for use in unstructured environments.

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 United States (“GAAP”).

The condensed consolidated financial statements as of June 30, 2022, are unaudited. The condensed consolidated balance sheet as of December 31, 2021, 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, 2021, included in the Company’s Annual Report on Form 10-K, filed with the SEC on March 29, 2022.

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 fair financial statement presentation. All adjustments are of a normal recurring nature. Interim results are not necessarily indicative of the results to be expected for any subsequent quarter or for the fiscal year ending December 31, 2022.

Business Combinations

On September 24, 2021 (the “Closing Date”), the Company 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; and

•

the 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 the Old Sarcos RSA) 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 $220.0 million (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.

On April 25, 2022, the Company acquired RE2, Inc., (“RE2”) a Pittsburgh, PA based developer of autonomous and teleoperated mobile robotic systems for use in the aviation, construction, defense, energy, and medical industries. The results presented herein include the activity of RE2 from the acquisition date through June 30, 2022. The Company's results do not include RE2’s financial information prior to the acquisition. For further detail see Note 4.

Summary of Significant Accounting Policies

There have been no changes to the Company’s significant accounting policies described in the annual consolidated financial statements for the year ended December 31, 2021 that have had a material impact on the Company’s condensed 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 the Company’s normal operations because of the COVID-19 pandemic and the Company continues to monitor its operations and government recommendations. Travel restrictions and capacity limits at customer locations, as well as supply chain disruptions, difficulty hiring and other negative impacts, resulting from the COVID-19 pandemic and other macroeconomic conditions have caused and may continue to cause delays in the assessment and deployment of the Company’s products. Although it is widely expected that the impact of the pandemic will subside over time, the Company cannot predict the future extent or duration of the impact that the COVID-19 pandemic will have on its financial condition and operations. The impact of the COVID-19 pandemic on the Company’s financial performance, product development and release and business generally will depend on future developments, including the duration of the outbreak, the severity of new variants and related governmental advisories and restrictions. If the financial markets, the overall economy, working conditions and supply chain, among other things, continue to be negatively impacted, the Company’s operations and financial results will continue to be adversely affected.

Liquidity and Capital Resources

Cash, cash equivalents and marketable securities were $152.8 million as of June 30, 2022, compared to $217.1 million as of December 31, 2021. The Company has historically incurred losses and negative cash flows from operations. As of June 30, 2022, the Company also had an accumulated deficit of approximately $187.8 million and working capital of $154.4 million.

These financial statements have been prepared in accordance with GAAP and this basis assumes 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 have been 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 timing and extent of development efforts, the expansion of sales and marketing activities, customer growth rate, customer retention, the introduction of new and enhanced product offerings and market acceptance of the Company’s products. The Company believes it has sufficient financial resources for at least the next 12 months from the date of this Report.

Revenue Recognition

The Company recognizes revenue from the sale of its products and from the delivery of goods and 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. Determining whether products or services are considered distinct performance obligations that should be accounted for separately 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 Company 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 the Company would sell the good(s) or service(s) to a customer on a standalone basis. For government contracts, the Company uses expected cost plus a margin as the standalone selling price. Because the Company's contract pricing with government customers is based on expected cost plus margin, the standalone selling price of the good(s) or service(s) in the Company's contracts with government customers are typically equal to the selling price stated in the contract. When we sell standard good(s) or service(s) with observable standalone sale transactions, 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, the Company determines at contract inception whether we satisfy the performance obligation over time or at a point in time. For performance obligations satisfied over time, revenue is recognized 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, 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.

Revenue 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. Research and development services revenue includes revenue arising from different types of contractual arrangements, including cost-type contracts and fixed-price contracts. Product revenue primarily includes sales of the Company’s commercially available products.

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 the 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. The Company will recognize losses at the contract level in earnings in the period in which they are incurred.

Product Revenue

Product revenue relates to sales of the Company’s commercially available 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. Product revenue is recognized at the point in time when ownership of the goods is transferred, generally at the time of shipment to the customer. At the time product 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 Revenue were as follows:


	For the three months ended June 30,				For the six months ended June 30,
(In thousands)	2022		2021		2022		2021
Research and Development Services	$	2,982	$	1,030	$	3,715	$	2,630
Product Revenue		56		113		66		312
Revenue, net	$	3,038	$	1,143	$	3,781	$	2,942

Contract Balances

The timing of revenue recognition, billing, and cash collection results in the recognition of accounts receivable, unbilled receivables, contract assets and deferred revenue in the Company’s condensed consolidated balance sheets.

Cash funds received in excess of revenue recognized that is contingent upon the satisfaction of performance obligations is accounted for as deferred revenue.

Contract assets include unbilled receivables which are amounts resulting from timing differences between revenue recognition and billing in accordance with agreed-upon contractual terms, which typically occur subsequent to revenue being recognized.

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


(In thousands)	Accounts receivable		Unbilled receivable		Contract assets (current)			Contract assets (long-term)		Deferred revenue (current)
Ending Balance as of December 31, 2021	$	788	$	221	$	94		$	36	$	30
Increase/(decrease), net		359		2,603		(37	)		—		412
Ending Balance as of June 30, 2022	$	1,147	$	2,824	$	57		$	36	$	442

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. During the three and six months ended June 30, 2022, the Company recognized revenue related to $0.0 million of deferred revenue which existed at December 31, 2021. During the three and six months ended June 30, 2021, the Company recognized revenue related to $0.1 million of deferred revenue which existed at December 31, 2020.

Remaining Performance Obligations

As of June 30, 2022, the Company had backlog, or revenue related to remaining performance obligations, of $11.1 million. We expect $9.6 million of this backlog to be recognized during 2022, with the remainder expected to be recognized in 2023.

Recently Adopted Accounting Pronouncements

In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes by removing certain exceptions to the previous guidance, and improving the consistent application of and simplification of other areas of the guidance. The Company adopted this ASU on January 1, 2022, using a prospective approach. The adoption of ASU 2019-12 did not have a material impact on the Company's condensed consolidated financial statements and related disclosures.

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 Accounting Standards Codification (“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. The update defers the initial effective date of ASU 2016-02 by one year for private companies and private not-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 will present the impact of the new guidance in its annual statements as of December 31, 2022 and its interim statements thereafter. The Company is currently in the process of evaluating the impact adopting ASC 842 will have on its condensed consolidated financial statements and related disclosures.

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 to 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 does not expect adoption of this new guidance to have a material impact on its results of operations, financial condition and financial statement disclosures.

Fair Value Measurements

6 Months Ended

Jun. 30, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurements

2. Fair Value Measurements

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


	As of June 30, 2022
(In thousands)	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
U.S. Treasury securities, $19,960 at cost	$	19,984	$	—	$	—	$	19,984
Commercial Paper, $29,923 at cost		29,953		—		—		29,953
Marketable Securities:
U.S. Treasury securities, $59,629 at cost		59,639		—		—		59,639
Commercial Paper, $19,853 at cost		19,868		—		—		19,868
Total assets	$	129,444	$	—	$	—	$	129,444

Liabilities:
Warrant liability	$	—	$	3,169	$	—	$	3,169
Total liabilities	$	—	$	3,169	$	—	$	3,169


	As of December 31, 2021
(In thousands)	Level 1		Level 2		Level 3		Total
Liabilities:
Warrant liability	$	—	$	—	$	13,701	$	13,701
Total liabilities	$	—	$	—	$	13,701	$	13,701

The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The carrying amounts of accounts payable and accrued expenses approximate their fair values because of the relatively short periods until they are required to be settled.

The following table sets forth a reconciliation from the opening balances to the closing balances for Level 3 values:


(In thousands)
Balance at December 31, 2021	$	13,701
Warrant liability transferred out of Level 3		(13,701	)
Balance at June 30, 2022	$	—

Transfers to/from Levels 1, 2 and 3 are recognized at the beginning of the reporting period in which a change in valuation technique or methodology occurs. During the first quarter of 2022 the trading price of the Public Warrants was used to value the Private Placement Warrants, and a third-party valuation was no longer deemed necessary resulting in the estimated fair value of the Private Placement Warrants being transferred from a Level 3 fair value measurement to a Level 2 fair value measurement.

- 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

6 Months Ended

Jun. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Balance Sheet Components

3. Balance Sheet Components

Inventories, Net

Inventories, net consist of the following:


(In thousands)	June 30, 2022		December 31, 2021
Raw materials	$	1,217	$	458
Work-in-process		205		41
Finished goods, net		474		507
Total inventories, net	$	1,896	$	1,006

The Company had inventory reserves of $0.3 million as of June 30, 2022 and December 31, 2021.

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following:


(In thousands)	June 30, 2022		December 31, 2021
Prepaid insurance	$	1,837	$	4,786
Software		3,137		4,144
Other prepaid expense		443		171
Other assets		95		101
Total prepaid expenses and other current assets	$	5,512	$	9,202

Property and Equipment, Net

Property and equipment, net consist of the following:


(In thousands)	June 30, 2022			December 31, 2021
Robotics and manufacturing equipment	$	1,296		$	876
Leasehold improvements		4,293			3,890
Computer equipment		1,615			1,270
Capital leased computer equipment		271			271
Software		389			355
Furniture and fixtures, and other fixed assets		838			753
Construction in progress		903			872
Property and equipment, gross		9,605			8,287
Accumulated depreciation and amortization		(1,830	)		(1,236	)
Property and equipment, net	$	7,775		$	7,051

Depreciation expenses were $0.3 million and $0.1 million, for the three months ended June 30, 2022 and 2021, respectively. Depreciation expenses were $0.6 million and $0.2 million, for the six months ended June 30, 2022 and 2021, respectively.

Accrued Liabilities

Accrued liabilities consist of the following:


(In thousands)	June 30, 2022		December 31, 2021
Payroll and related costs	$	4,022	$	2,511
Consulting and professional services		131		406
Legal accrual		2,768		520
Other current liabilities		1,212		1,043
Total accrued liabilities	$	8,133	$	4,480

Other Non-current Liabilities

Other non-current liabilities consist of the following:


(In thousands)	June 30, 2022		December 31, 2021
Capital leases and other	$	5	$	7
Deferred rent		2,012		1,992
Total other non-current liabilities	$	2,017	$	1,999

Acquisitions

6 Months Ended

Jun. 30, 2022

Business Combination and Asset Acquisition [Abstract]

Acquisitions

4. Acquisitions

On April 25, 2022, the Company acquired RE2, Inc. a Pittsburgh, PA based developer of autonomous and teleoperated mobile robotic systems for use in the aviation, construction, defense, energy and medical industries. This acquisition significantly increased our engineering team and added additional products and target markets to the Company’s total addressable market. The aggregate consideration transferred was $90.2 million, of which $30.7 million was paid in cash, $44.1 million was comprised of 9,372,674 shares of common stock and $15.4 million was comprised of assumed options to purchase 3,877,039 shares of common stock. Additionally, 1,400,000 shares of common stock were issued with a fair value of $6.6 million at the time of grant. These shares are subject to risk of forfeiture which lapses in full four years after the acquisition date. These shares were excluded from the consideration transferred and will be recorded as stock-based compensation expense.

The acquisition was accounted for as a business combination and the total purchase consideration was allocated to the net tangible and intangible assets and liabilities based on their fair values on the acquisition date and the excess was recorded as goodwill. The values assigned to the assets acquired and liabilities assumed are based on preliminary estimates of fair value available as of the issuance date of these consolidated financial statements and may be adjusted during the measurement period of up to 12 months from the date of acquisition as further information becomes available. Any changes in the fair values of the assets acquired and liabilities assumed during the measurement period may result in adjustments to goodwill. As of June 30, 2022, the primary areas that remain preliminary relate to the valuation of certain intangible items and various tax implications resulting from the acquisition.

The following table presents the preliminary purchase consideration allocation recorded in the Company’s consolidated balance sheet as of the acquisition date:


(in thousands)	Amount
Cash and cash equivalents	$	981
Accounts receivable		821
Unbilled receivables		1,968
Inventories		465
Prepaid expenses and other current assets		253
Property and equipment		1,084
Intangible assets		21,300
Goodwill		70,861
Other non-current assets		21
Accounts payable		(822	)
Accrued liabilities		(2,334	)
Deferred tax liabilities		(4,374	)
Total acquisition consideration	$	90,224

The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition (in thousands):


(in thousands)	Amounts		Useful Life (in years)
Trade name and trademarks	$	1,000		6
Developed technology		9,600		5
Customer relationships		10,700		9
Total intangible assets	$	21,300

Goodwill represents the future economic benefits arising from other assets that could not be individually identified and separately recognized, such as the acquired assembled workforce and synergies expected to be achieved from the integration of RE2. Goodwill is not deductible for tax purposes.

The results of operations of RE2 from the date of acquisition have been included in the Company’s consolidated financial statements. Pro forma revenue and results of operations have not been presented because the historical results of RE2 are not material to the Company’s consolidated financial statements in any period presented.

Goodwill and Intangible Assets

6 Months Ended

Jun. 30, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

5. Goodwill and Intangible Assets

Goodwill

Changes in the carrying amount of goodwill for the six months ended June 30, 2022 was as follows:


(In thousands)	Amounts
Balance at December 31, 2021	$	—
Acquisitions		70,861
Balance at June 30, 2022	$	70,861

There was no impairment of goodwill recorded during the six months ended June 30, 2022 and 2021.

Acquired Intangible Assets

Acquired intangible assets, net consisted of the following:


	June 30, 2022
(In thousands)	Gross Carry Amount		Accumulated Amortization		Net Carry Amount		Weighted Average Remaining Useful Life (in years)
Trade name and trademarks	$	1,000	$	28	$	972		5.8
Developed technology		9,600		323		9,277		4.8
Customer relationships		10,700		223		10,477		8.8
Total	$	21,300	$	574	$	20,726

The Company recorded $0.6 million of amortization expense during the three and six months ended June 30, 2022, which was recorded as intangible amortization expense in the condensed consolidated statement of operations. There was no amortization expense during the three and six months ended June 30, 2021. There was no impairment of intangible assets recorded for the six months ended June 30, 2022 and 2021.

As of June 30, 2022, future amortization expense related to acquired intangible assets was as follows:


(In thousands)	Amortization Expense
2022	$	1,638
2023		3,276
2024		3,276
2025		3,276
2026		3,276
2027 and thereafter		5,984
Total	$	20,726

Notes Payable

6 Months Ended

Jun. 30, 2022

Debt Disclosure [Abstract]

Notes Payable

6. Notes Payable

Old Sarcos received two unsecured loans under the Paycheck Protection Program (“PPP”) administered by the Small Business Administration, pursuant to the Coronavirus Aid, Relief, and Economic Security Act. The first loan, with a principal amount of $2.4 million, was received in April 2020, and the second loan, with a principal amount of $2.0 million, was received in March 2021. These PPP loans had an interest rate of 1.00% per year. The first PPP loan of $2.4 million was forgiven during June 2021, and the second PPP loan of $2.0 million was forgiven during November 2021. As of June 30, 2022, the Company did not have any outstanding debt.

- 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

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (h)
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (g)
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 470
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
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-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

Reverse Recapitalization

6 Months Ended

Jun. 30, 2022

Business Combination and Asset Acquisition [Abstract]

Reverse Recapitalization

7. Reverse Recapitalization

Pursuant to ASC 805, Business Combinations, the Business Combination 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 the Old Sarcos RSA) is entitled to a right to Contingent Merger Consideration following the closing of the Business Combination 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.

The Earn-Out Shares issuable to holders of Old Sarcos capital stock are accounted for as equity-linked instruments and recorded in additional paid-in capital, and the Earn-Out Shares issuable to holders of Old Sarcos capital stock subject to restricted stock awards are accounted for as share-based compensation. 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 condensed consolidated balance sheets.

Immediately following the Business Combination, the Company had 137,589,275 shares issued and outstanding of Common Stock. The following table presents the number of shares of the Company’s Common Stock outstanding immediately following the the Business Combination:


	Number of Shares
Rotor Class A Common Stock, outstanding prior to the Business Combination		27,600,000
Rotor Class B Common Stock, outstanding prior to the Business Combination		6,405,960
Class A common stock issued to PIPE Investors		22,000,000
Less: redemption of Rotor Common Stock		(23,479,970	)
Total shares from the Business Combination and PIPE financing		32,525,990
Recapitalization of Old Sarcos common stock into Class A common stock(1)		105,063,285
Total shares of Common Stock immediately after the Business Combination		137,589,275

(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 Business Combination. All fractional shares were rounded down.

Warrants

6 Months Ended

Jun. 30, 2022

Equity [Abstract]

Warrants

. 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. Immediately prior to the Effective Time, 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. At the Closing Date, Old Sarcos acquired the net liabilities from Rotor, including the Public Warrants, that were recorded as equity instruments, and the Private Placement Warrants, that were recorded as warrant liabilities (together the “Warrants”).

Each whole Warrant entitles the registered holder to purchase one share of the Company's 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 the Company has an effective registration statement under the Securities Act of 1933, as amended (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 the Company permits holders to exercise their Warrants on a cashless basis under the circumstances specified in the warrant agreement (the “Warrant Agreement”) entered into between Continental Stock Transfer & Trust Company and Rotor 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 the Company's Common Stock. 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.

The Company 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 Common Stock underlying the Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations described below with respect to registration, or a valid exemption from registration is available. No Warrant will be exercisable, and the Company will not be obligated to issue a share of Common Stock upon exercise of a Warrant unless the share of the Company's 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. If 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 the Company be required to net cash settle any Warrant. In the event 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 the Company's 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 initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company 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 the Company so long as they are held by the initial purchasers or their permitted transferees, subject to certain exceptions. The initial purchasers or their permitted transferees, have the option to exercise the Private Placement Warrants on a cashless basis.

Redemption of Warrants When the Price per Share of the Company's Common Stock Equals or Exceeds $18.00. Once the Warrants become exercisable, the Company 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 the Company's Common Stock for any 20 trading days within a 30-trading day period commencing after the Warrants become exercisable and ending three business days before the Company sends the notice of redemption to the Warrant holders (which is referred 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 the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. However, the Company will not redeem the Warrants unless an effective registration statement under the Securities Act covering the shares of the Company's Common Stock issuable upon exercise of the Warrants is effective and a current prospectus relating to those shares of the Company's 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, the Company may redeem the outstanding Warrants (except as described herein with respect to the Private Placement Warrants if the Company does 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 the Company's 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

6 Months Ended

Jun. 30, 2022

Share-based Payment Arrangement [Abstract]

Stock-based Compensation

. Stock-based Compensation

2015 Stock Plan

The Old Sarcos 2015 Equity Incentive Plan (the “2015 Plan”) provided stock option awards, RSUs and RSAs for issuance to Company employees, officers, directors, non-employee agents and consultants. These awards generally 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 Business Combination, no further awards may be made under the 2015 Plan. Any forfeited awards 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 2021 Plan provides stock option awards, RSUs and RSAs for issuance to Company employees, officers, directors, non-employee agents and consultants. In general, these awards vest over one to four years and, in the case of options, are exercisable up to 10 years from the date of grant. The maximum number of shares of Common Stock that may be issued pursuant to the 2021 Plan is (i) 30.0 million 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 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 12.8 million shares of Common Stock. As of June 30, 2022, 25.5 million shares were available to grant under the 2021 Plan.

RE2 Stock Plans

In connection with the acquisition of RE2, the Company assumed the outstanding stock plans and certain outstanding stock options of RE2. These stock options are governed by the plans and agreements under which they were originally issued, but are now exercisable for shares of Common Stock.

The following summarizes the Company’s stock option activity for the six months ended June 30, 2022:


	Options Outstanding
	Number of Shares			Weighted Average Exercise Price		Weighted-Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in thousands)
Outstanding – December 31, 2021		10,027,094		$	3.28		7.2	$	67,173
Granted (a)		6,076,103		2.21
Exercised		(1,575,984	)	0.35
Cancelled		(943,681	)	6.52
Outstanding – June 30, 2022		13,583,532		$	2.92	7.2		$	15,828
Exercisable – December 31, 2021		5,176,464		$	0.46	5.3		$	49,268
Exercisable – June 30, 2022		7,859,849		$	0.91	5.8		$	14,748

(a) In connection with the acquisition of RE2, the Company assumed certain outstanding options to acquire RE2 common stock which, following such assumption, were converted to rights to acquire 3.9 million shares of the Company's common stock at a weighted-average exercise price of $1.05 per share.

The following summarizes the Company’s RSU activity for the six months ended June 30, 2022:


	Restricted Stock Units Outstanding
	Number of Shares			Weighted-Average Grant-Date Fair Value
Outstanding – December 31, 2021		1,797,474		$	8.34
Granted		2,464,180		3.91
Released		(825,280	)	8.69
Cancelled		(235,776	)	8.52
Outstanding – June 30, 2022		3,200,598		$	4.83

The following summarizes the Company’s RSA activity for the six months ended June 30, 2022:


	Restricted Stock Awards Outstanding
	Number of Shares			Weighted-Average Grant-Date Fair Value
Outstanding – December 31, 2021		5,129,222		$	8.78
Granted		26,865			5.83
Released		(2,591,476	)		8.75
Outstanding – June 30, 2022		2,564,611		$	8.78

One Sarcos RSA holder is eligible to receive additional shares upon achievement of earn-out targets as discussed in Note 7 above.

The Company recognized stock-based compensation expense in the condensed consolidated statement of operations and comprehensive loss as follows:


	For the three months ended June 30,				For the six months ended June 30,
(In thousands)	2022		2021		2022		2021
Cost of revenue	$	24	$	15	$	38	$	43
Research and development		159		73		314		134
Sales and marketing		251		12		383		22
General and administrative		9,836		119		20,385		193
Total stock-based compensation expense	$	10,270	$	219	$	21,120	$	392

Net Loss Per Share

6 Months Ended

Jun. 30, 2022

Earnings Per Share [Abstract]

Net Loss Per Share

10. 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 and six months ended June 30, 2022 and 2021:


	For the three months ended June 30,						For the six months ended June 30,
(In thousands, except share and per share data)	2022			2021			2022			2021
Numerator:
Net loss	$	(23,118	)	$	(5,263	)	$	(42,320	)	$	(10,461	)
Denominator:
Weighted average shares outstanding, basic and diluted		146,278,898			104,063,972			142,116,194			104,061,824
Basic and diluted net loss per share	$	(0.16	)	$	(0.05	)	$	(0.30	)	$	(0.10	)
Anti-dilutive securities, excluded		69,516,163			15,285,032			69,516,163			15,285,032

The Company has presented the unaudited basic and diluted net loss per share for the three and six months ended June 30, 2021, which has been adjusted to give effect to the conversion of the Old Sarcos Class B common stock and all convertible preferred stock 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.

As the Company incurred a net loss for the three and six months ended June 30, 2022 and 2021, none of the outstanding dilutive share-based awards were included in the diluted share calculation as they would have been anti-dilutive.

Income Taxes

6 Months Ended

Jun. 30, 2022

Income Tax Disclosure [Abstract]

Income Taxes

11. Income Taxes

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.

The Company recognized income tax benefits of $1.6 million for the three and six months ended June 30, 2022 as compared to income tax expense of $0.0 million for the three and six months ended June 30, 2021. The provision for income taxes for the three and six months ended June 30, 2022 and 2021 is based on the Company’s estimated annualized effective tax rate for the fiscal years ending December 31, 2022 and December 31, 2021, respectively. For the three and six months ended June 30, 2022, the Company’s recognized effective tax rate differs from the U.S. federal statutory rate as the Company recorded net losses during the period with a corresponding full valuation allowance on the net deferred tax assets created from the losses, offset by tax benefits from the acquisition of RE2 net deferred tax liabilities, which resulted in the removal of a portion of the Company's previously recorded 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
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+ Details

Commitments and Contingencies

6 Months Ended

Jun. 30, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

12. Commitments and Contingencies

Legal Proceedings

The Company has been and 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 statements and the amount of loss can be reasonably estimated. The Company adjusts 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 related to legal proceedings in the balance sheet as of June 30, 2022 and December 31, 2021.

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 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. As of June 30, 2022 and December 31, 2021, the Company has not accrued a liability for these indemnification obligations as the likelihood of incurring a material payment obligation in connection with these indemnification obligations is either not probable or not reasonably estimable due to the unique facts and circumstances involved.

Operating Leases

The Company leases facilities under noncancelable operating lease agreements. Future minimum rental payments under the noncancelable operating leases, subsequent to June 30, 2022, are as follows:


(In thousands)	Operating Leases
2022	$	908
2023		1,504
2024		1,882
2025		1,530
2026		1,397
2027 and thereafter		9,919
Total	$	17,140

Rent expense related to noncancelable operating leases totaled $0.4 million for the three months ended June 30, 2022 and 2021. Rent expense related to noncancelable operating leases totaled $0.7 million for the six months ended June 30, 2022 and 2021. The operating lease terms include renewal options ranging from two to five years.

Capital Leases

The Company leases equipment under agreements expiring at various times during the next three years. The Company has recorded the capital lease obligations within its condensed consolidated balance sheets. Future minimum rental payments under the noncancelable capital leases, subsequent to June 30, 2022, are as follows:


(In thousands)	Capital Leases
2022	$	96
2023		4
2024		4
Minimum lease payment including interest		104
Amount representing interest		(1	)
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 purchase licenses to access software products and utilize services from Palantir over a six year period for a total cost to the Company of $42.0 million. As of June 30, 2022, the Company has an unconditional purchase commitment with Palantir as detailed in the table below:


(In thousands)	Annual Service Payments
2022	$	—
2023		8,000
2024		8,000
2025		10,000
2026		10,000
Total	$	36,000

The Company recognized $1.0 million and $1.9 million in sales and marketing expenses related to services provided by Palantir during the three and six months ended June 30, 2022, respectively. The Company had a prepaid expense balance of $1.9 million related to the Palantir contract as of June 30, 2022.

Segment Information

6 Months Ended

Jun. 30, 2022

Segment Reporting [Abstract]

Segment Information

13. 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 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. During the three and six months ended June 30, 2022, the Company had $0.6 million of revenue earned from customers located outside the United States. During the three and six months ended June 30, 2021, the Company had no material 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
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+ Details

Related Party Transactions

6 Months Ended

Jun. 30, 2022

Related Party Transactions

14. Related Party Transactions

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 former CEO and current Executive Chairman of the Board. The Company has capitalized $0.8 million related to construction in progress for the experiential mobile display as of June 30, 2022.

Employee Benefits

6 Months Ended

Jun. 30, 2022

Retirement Benefits [Abstract]

Employee Benefits

15. Employee Benefits

The Company has defined contribution 401(k) plans covering substantially all employees as of June 30, 2022. The plans allow 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. In April 2022 the Company began providing employees with 401(k) matching contributions.

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

6 Months Ended

Jun. 30, 2022

Accounting Policies [Abstract]

Description of the Business

Sarcos Technology and Robotics Corporation (the “Company” or “Sarcos”), designs and produces highly dexterous mobile robotic systems for use in unstructured environments.

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 United States (“GAAP”).

Business Combinations

•

Summary of Significant Accounting Policies

Liquidity and Capital Resources

Revenue Recognition

(1)

(2)

(3)

(4)

(5)

Revenue from Contracts with Customers

Research and Development Services

Product Revenue

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


	For the three months ended June 30,				For the six months ended June 30,
(In thousands)	2022		2021		2022		2021
Research and Development Services	$	2,982	$	1,030	$	3,715	$	2,630
Product Revenue		56		113		66		312
Revenue, net	$	3,038	$	1,143	$	3,781	$	2,942

Contract Balances

Cash funds received in excess of revenue recognized that is contingent upon the satisfaction of performance obligations is accounted for as deferred revenue.

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


(In thousands)	Accounts receivable		Unbilled receivable		Contract assets (current)			Contract assets (long-term)		Deferred revenue (current)
Ending Balance as of December 31, 2021	$	788	$	221	$	94		$	36	$	30
Increase/(decrease), net		359		2,603		(37	)		—		412
Ending Balance as of June 30, 2022	$	1,147	$	2,824	$	57		$	36	$	442

Remaining Performance Obligations

Recently Adopted and Issued Accounting Standard Pronouncements

Recently Adopted Accounting Pronouncements

Recently Issued Accounting Standard Pronouncements

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

6 Months Ended

Jun. 30, 2022

Accounting Policies [Abstract]

Summary of the Total Amount of Revenue for Each Such Customer

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


	For the three months ended June 30,				For the six months ended June 30,
(In thousands)	2022		2021		2022		2021
Research and Development Services	$	2,982	$	1,030	$	3,715	$	2,630
Product Revenue		56		113		66		312
Revenue, net	$	3,038	$	1,143	$	3,781	$	2,942

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

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


(In thousands)	Accounts receivable		Unbilled receivable		Contract assets (current)			Contract assets (long-term)		Deferred revenue (current)
Ending Balance as of December 31, 2021	$	788	$	221	$	94		$	36	$	30
Increase/(decrease), net		359		2,603		(37	)		—		412
Ending Balance as of June 30, 2022	$	1,147	$	2,824	$	57		$	36	$	442

Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2022

Fair Value Disclosures [Abstract]

Schedule Of Assets and Liabilities Measured At Fair Value On Recurring Basis

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


	As of June 30, 2022
(In thousands)	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
U.S. Treasury securities, $19,960 at cost	$	19,984	$	—	$	—	$	19,984
Commercial Paper, $29,923 at cost		29,953		—		—		29,953
Marketable Securities:
U.S. Treasury securities, $59,629 at cost		59,639		—		—		59,639
Commercial Paper, $19,853 at cost		19,868		—		—		19,868
Total assets	$	129,444	$	—	$	—	$	129,444

Liabilities:
Warrant liability	$	—	$	3,169	$	—	$	3,169
Total liabilities	$	—	$	3,169	$	—	$	3,169


	As of December 31, 2021
(In thousands)	Level 1		Level 2		Level 3		Total
Liabilities:
Warrant liability	$	—	$	—	$	13,701	$	13,701
Total liabilities	$	—	$	—	$	13,701	$	13,701

Schedule of Reconciliation from Operating Balances to Closing Balances for Level 3 Values

The following table sets forth a reconciliation from the opening balances to the closing balances for Level 3 values:


(In thousands)
Balance at December 31, 2021	$	13,701
Warrant liability transferred out of Level 3		(13,701	)
Balance at June 30, 2022	$	—

Balance Sheet Components (Tables)

6 Months Ended

Jun. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Inventories, Net

Inventories, net consist of the following:


(In thousands)	June 30, 2022		December 31, 2021
Raw materials	$	1,217	$	458
Work-in-process		205		41
Finished goods, net		474		507
Total inventories, net	$	1,896	$	1,006

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following:


(In thousands)	June 30, 2022		December 31, 2021
Prepaid insurance	$	1,837	$	4,786
Software		3,137		4,144
Other prepaid expense		443		171
Other assets		95		101
Total prepaid expenses and other current assets	$	5,512	$	9,202

Property and Equipment, Net

Property and equipment, net consist of the following:


(In thousands)	June 30, 2022			December 31, 2021
Robotics and manufacturing equipment	$	1,296		$	876
Leasehold improvements		4,293			3,890
Computer equipment		1,615			1,270
Capital leased computer equipment		271			271
Software		389			355
Furniture and fixtures, and other fixed assets		838			753
Construction in progress		903			872
Property and equipment, gross		9,605			8,287
Accumulated depreciation and amortization		(1,830	)		(1,236	)
Property and equipment, net	$	7,775		$	7,051

Accrued Liabilities

Accrued liabilities consist of the following:


(In thousands)	June 30, 2022		December 31, 2021
Payroll and related costs	$	4,022	$	2,511
Consulting and professional services		131		406
Legal accrual		2,768		520
Other current liabilities		1,212		1,043
Total accrued liabilities	$	8,133	$	4,480

Other Non-current Liabilities

Other non-current liabilities consist of the following:


(In thousands)	June 30, 2022		December 31, 2021
Capital leases and other	$	5	$	7
Deferred rent		2,012		1,992
Total other non-current liabilities	$	2,017	$	1,999

Acquisitions (Tables)

6 Months Ended

Jun. 30, 2022

Business Combination and Asset Acquisition [Abstract]

Summary of Preliminary Purchase Consideration

The following table presents the preliminary purchase consideration allocation recorded in the Company’s consolidated balance sheet as of the acquisition date:


(in thousands)	Amount
Cash and cash equivalents	$	981
Accounts receivable		821
Unbilled receivables		1,968
Inventories		465
Prepaid expenses and other current assets		253
Property and equipment		1,084
Intangible assets		21,300
Goodwill		70,861
Other non-current assets		21
Accounts payable		(822	)
Accrued liabilities		(2,334	)
Deferred tax liabilities		(4,374	)
Total acquisition consideration	$	90,224

Summary of Components of Identifiable Intangible Assets Acquired and their Estimated Useful Lives

The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition (in thousands):


(in thousands)	Amounts		Useful Life (in years)
Trade name and trademarks	$	1,000		6
Developed technology		9,600		5
Customer relationships		10,700		9
Total intangible assets	$	21,300

Goodwill and Intangible Assets (Tables)

6 Months Ended

Jun. 30, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Summary of Changes in Carrying Amount of Goodwill

Changes in the carrying amount of goodwill for the six months ended June 30, 2022 was as follows:


(In thousands)	Amounts
Balance at December 31, 2021	$	—
Acquisitions		70,861
Balance at June 30, 2022	$	70,861

Summary of Acquired Intangible Assets, Net

Acquired intangible assets, net consisted of the following:


	June 30, 2022
(In thousands)	Gross Carry Amount		Accumulated Amortization		Net Carry Amount		Weighted Average Remaining Useful Life (in years)
Trade name and trademarks	$	1,000	$	28	$	972		5.8
Developed technology		9,600		323		9,277		4.8
Customer relationships		10,700		223		10,477		8.8
Total	$	21,300	$	574	$	20,726

Summary of Future Amortization Expense Related to Acquired Intangible Assets

As of June 30, 2022, future amortization expense related to acquired intangible assets was as follows:


(In thousands)	Amortization Expense
2022	$	1,638
2023		3,276
2024		3,276
2025		3,276
2026		3,276
2027 and thereafter		5,984
Total	$	20,726

Reverse Recapitalization (Tables)

6 Months Ended

Jun. 30, 2022

Business Combination and Asset Acquisition [Abstract]

Schedule of Number of Shares of Common Stock Outstanding Immediately following Business Combination

The following table presents the number of shares of the Company’s Common Stock outstanding immediately following the the Business Combination:


	Number of Shares
Rotor Class A Common Stock, outstanding prior to the Business Combination		27,600,000
Rotor Class B Common Stock, outstanding prior to the Business Combination		6,405,960
Class A common stock issued to PIPE Investors		22,000,000
Less: redemption of Rotor Common Stock		(23,479,970	)
Total shares from the Business Combination and PIPE financing		32,525,990
Recapitalization of Old Sarcos common stock into Class A common stock(1)		105,063,285
Total shares of Common Stock immediately after the Business Combination		137,589,275

Stock-based Compensation (Tables)

6 Months Ended

Jun. 30, 2022

Share-based Payment Arrangement [Abstract]

Schedule of Stock Options Activity

The following summarizes the Company’s stock option activity for the six months ended June 30, 2022:


	Options Outstanding
	Number of Shares			Weighted Average Exercise Price		Weighted-Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in thousands)
Outstanding – December 31, 2021		10,027,094		$	3.28		7.2	$	67,173
Granted (a)		6,076,103		2.21
Exercised		(1,575,984	)	0.35
Cancelled		(943,681	)	6.52
Outstanding – June 30, 2022		13,583,532		$	2.92	7.2		$	15,828
Exercisable – December 31, 2021		5,176,464		$	0.46	5.3		$	49,268
Exercisable – June 30, 2022		7,859,849		$	0.91	5.8		$	14,748

Summary of RSU and RSA Activity

The following summarizes the Company’s RSU activity for the six months ended June 30, 2022:


	Restricted Stock Units Outstanding
	Number of Shares			Weighted-Average Grant-Date Fair Value
Outstanding – December 31, 2021		1,797,474		$	8.34
Granted		2,464,180		3.91
Released		(825,280	)	8.69
Cancelled		(235,776	)	8.52
Outstanding – June 30, 2022		3,200,598		$	4.83

The following summarizes the Company’s RSA activity for the six months ended June 30, 2022:


	Restricted Stock Awards Outstanding
	Number of Shares			Weighted-Average Grant-Date Fair Value
Outstanding – December 31, 2021		5,129,222		$	8.78
Granted		26,865			5.83
Released		(2,591,476	)		8.75
Outstanding – June 30, 2022		2,564,611		$	8.78

Schedule of Stock Based Compensation Expense

The Company recognized stock-based compensation expense in the condensed consolidated statement of operations and comprehensive loss as follows:


	For the three months ended June 30,				For the six months ended June 30,
(In thousands)	2022		2021		2022		2021
Cost of revenue	$	24	$	15	$	38	$	43
Research and development		159		73		314		134
Sales and marketing		251		12		383		22
General and administrative		9,836		119		20,385		193
Total stock-based compensation expense	$	10,270	$	219	$	21,120	$	392

Net Loss Per Share (Tables)

6 Months Ended

Jun. 30, 2022

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 and six months ended June 30, 2022 and 2021:


	For the three months ended June 30,						For the six months ended June 30,
(In thousands, except share and per share data)	2022			2021			2022			2021
Numerator:
Net loss	$	(23,118	)	$	(5,263	)	$	(42,320	)	$	(10,461	)
Denominator:
Weighted average shares outstanding, basic and diluted		146,278,898			104,063,972			142,116,194			104,061,824
Basic and diluted net loss per share	$	(0.16	)	$	(0.05	)	$	(0.30	)	$	(0.10	)
Anti-dilutive securities, excluded		69,516,163			15,285,032			69,516,163			15,285,032

Commitments and Contingencies (Tables)

6 Months Ended

Jun. 30, 2022

Commitments and Contingencies Disclosure [Abstract]

Schedule of Future Minimum Rental Payments for Operating Leases

The Company leases facilities under noncancelable operating lease agreements. Future minimum rental payments under the noncancelable operating leases, subsequent to June 30, 2022, are as follows:


(In thousands)	Operating Leases
2022	$	908
2023		1,504
2024		1,882
2025		1,530
2026		1,397
2027 and thereafter		9,919
Total	$	17,140

Schedule of Future Minimum Lease Payments for Capital Leases

Future minimum rental payments under the noncancelable capital leases, subsequent to June 30, 2022, are as follows:


(In thousands)	Capital Leases
2022	$	96
2023		4
2024		4
Minimum lease payment including interest		104
Amount representing interest		(1	)
Minimum lease payments excluding interest	$	103

Schedule of Unconditional Purchase Commitment

As of June 30, 2022, the Company has an unconditional purchase commitment with Palantir as detailed in the table below:


(In thousands)	Annual Service Payments
2022	$	—
2023		8,000
2024		8,000
2025		10,000
2026		10,000
Total	$	36,000

Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions		3 Months Ended		6 Months Ended
	Sep. 24, 2021	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Summaryof Significant Accounting Policies Details [Line Items]
Cash, cash equivalents and marketable securities		$ 152.8		$ 152.8		$ 217.1
Accumulated deficit		(187.8)		(187.8)
Working capital		154.4		154.4
Revenue, Remaining Performance Obligation, Amount		$ 11.1		$ 11.1
Sale of per share price (in Dollars per share)	$ 0.0001
Earn-outs, up to an aggregate		69,516,163	15,285,032	69,516,163	15,285,032
Common stock, shares issued		152,229,803		152,229,803		137,722,658
Common stock, par value		$ 0.0001		$ 0.0001		$ 0.0001
Right to receive exchange ratio of common stock	5.12922%
Deferred revenue, revenue recognized		$ 0.0	$ 0.1	$ 0.0	$ 0.1
ASU 2019-12 [Member]
Summaryof Significant Accounting Policies Details [Line Items]
Change in accounting principle, accounting standards update, adopted [true false]		true		true
Change in accounting principle, accounting standards update, adoption date		Jan. 01, 2022		Jan. 01, 2022
Change in accounting principle, accounting standards update, immaterial effect [true false]		true		true
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	$ 220.0
Common Stock [Member]
Summaryof Significant Accounting Policies Details [Line Items]
Earn-outs, up to an aggregate				28,125,000

Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details 1) $ in Millions	Jun. 30, 2022 USD ($)
Summaryof Significant Accounting Policies Details [Line Items]
Revenue, Remaining Performance Obligation, Amount	$ 11.1
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2022-07-01
Summaryof Significant Accounting Policies Details [Line Items]
Revenue, Remaining Performance Obligation, Amount	$ 9.6
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period	6 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2023-01-01
Summaryof Significant Accounting Policies Details [Line Items]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period	1 year

Basis of Presentation and Summary of Significant Accounting Policies - Summary of Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Summaryof Significant Accounting Policies Details [Line Items]
Revenue, net	$ 3,038	$ 1,143	$ 3,781	$ 2,942
Research and Development Services
Summaryof Significant Accounting Policies Details [Line Items]
Revenue, net	2,982	1,030	3,715	2,630
Product Revenue
Summaryof Significant Accounting Policies Details [Line Items]
Revenue, net	$ 56	$ 113	$ 66	$ 312

- 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
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Basis of Presentation and Summary of Significant Accounting Policies - Summary of Information about Contract Balances (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2022 USD ($)
Accounts receivable
Opening Balance	$ 788
Increase/(decrease), net	359
Ending Balance	1,147
Unbilled receivable
Opening Balance	221
Increase/(decrease), net	2,603
Ending Balance	2,824
Contract assets (current)
Opening Balance	94
Increase/(decrease), net	(37)
Ending Balance	57
Contract assets (long-term)
Opening Balance	36
Ending Balance	36
Deferred revenue
Opening Balance	30
Increase/(decrease), net	(412)
Ending Balance	$ 442

Fair Value Measurements - Schedule Of Assets and Liabilities Measured At Fair Value On Recurring Basis (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Assets:
Total assets	$ 129,444
Liabilities:
Total liabilities	3,169	$ 13,701
U.S. Treasury securities
Assets:
Cash equivalents	19,984
Marketable Securities	59,639
Commercial Paper
Assets:
Cash equivalents	29,953
Marketable Securities	19,868
Warrant Liability
Liabilities:
Total liabilities	3,169	13,701
Fair Value, Inputs, Level 1
Assets:
Total assets	129,444
Fair Value, Inputs, Level 1 \| U.S. Treasury securities
Assets:
Cash equivalents	19,984
Marketable Securities	59,639
Fair Value, Inputs, Level 1 \| Commercial Paper
Assets:
Cash equivalents	29,953
Marketable Securities	19,868
Fair Value, Inputs, Level 2
Liabilities:
Total liabilities	3,169
Fair Value, Inputs, Level 2 \| Warrant Liability
Liabilities:
Total liabilities	$ 3,169
Fair Value, Inputs, Level 3
Liabilities:
Total liabilities		13,701
Fair Value, Inputs, Level 3 \| Warrant Liability
Liabilities:
Total liabilities		$ 13,701

Fair Value Measurements - Schedule Of Assets and Liabilities Measured At Fair Value On Recurring Basis (Parenthetical) (Details) $ in Thousands	Jun. 30, 2022 USD ($)
U.S. Treasury securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	$ 19,960
Marketable securities	59,629
Commercial Paper
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	29,923
Marketable securities	$ 19,853

Fair Value Measurements - Schedule of Reconciliation from Operating Balances to Closing Balances for Level 3 Values (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2022 USD ($)
Fair Value Measurements Details Scheduleoffairvalueofwarrantliabilities [Line Items]
Balance at December 31, 2021	$ 13,701
Warrant liability transfered out of Level 3	$ (13,701)

Balance Sheet Components - Schedule of Inventories, Net (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Raw materials	$ 1,217	$ 458
Work-in-process	205	41
Finished goods, net	474	507
Total inventories, net	$ 1,896	$ 1,006

Balance Sheet Components - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Inventory reserves	$ 300		$ 300		$ 300
Depreciation	$ 300	$ 100	$ 594	$ 219

Balance Sheet Components - Schedule of Prepaid Expenses And Other Current Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Schedule Of Balance Sheet Components [Line Items]
Prepaid insurance	$ 1,837	$ 4,786
Other prepaid expense	443	171
Total prepaid expenses and other current assets	5,512	9,202
Software
Schedule Of Balance Sheet Components [Line Items]
Other assets	3,137	4,144
Other Assets
Schedule Of Balance Sheet Components [Line Items]
Other assets	$ 95	$ 101

Balance Sheet Components - Property and Equipment, Net (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Schedule Of Balance Sheet Components [Line Items]
Property and equipment, gross	$ 9,605	$ 8,287
Accumulated depreciation and amortization	(1,830)	(1,236)
Property and equipment, net	7,775	7,051
Robotics and Manufacturing Equipment
Schedule Of Balance Sheet Components [Line Items]
Property and equipment, gross	1,296	876
Leasehold Improvements
Schedule Of Balance Sheet Components [Line Items]
Property and equipment, gross	4,293	3,890
Computer Equipment
Schedule Of Balance Sheet Components [Line Items]
Property and equipment, gross	1,615	1,270
Capital Leased Computer Equipment
Schedule Of Balance Sheet Components [Line Items]
Property and equipment, gross	271	271
Software
Schedule Of Balance Sheet Components [Line Items]
Property and equipment, gross	389	355
Furniture and fixtures, and other fixed assets
Schedule Of Balance Sheet Components [Line Items]
Property and equipment, gross	838	753
Construction in Progress
Schedule Of Balance Sheet Components [Line Items]
Property and equipment, gross	$ 903	$ 872

Balance Sheet Components - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Payroll and related costs	$ 4,022	$ 2,511
Consulting and professional services	131	406
Legal accrual	2,768	520
Other current liabilities	1,212	1,043
Total accrued liabilities	$ 8,133	$ 4,480

Balance Sheet Components - Other Noncurrent Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Capital leases and other	$ 5	$ 7
Deferred rent	2,012	1,992
Total other non-current liabilities	$ 2,017	$ 1,999

Acquisitions - Additional Information (Details) - RE2, Inc. $ in Millions	Apr. 25, 2022 USD ($) shares
Business Acquisition [Line Items]
Aggregate consideration transferred	$ 90.2
Cash consideration	30.7
Business combination, common stock value	$ 44.1
Business combination, number of shares of common stock \| shares	9,372,674
Options to purchase common stock, value	$ 15.4
Options to purchase common stock \| shares	3,877,039
Shares of common stock issued \| shares	1,400,000
Business combination, fair value	$ 6.6
Common stock shares risk of forfeiture period	4 years

Acquisitions - Summary of Preliminary Purchase Consideration (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Apr. 25, 2022
Business Acquisition [Line Items]
Goodwill	$ 70,861
RE2, Inc.
Business Acquisition [Line Items]
Cash and cash equivalents		$ 981
Accounts receivable		821
Unbilled receivables		1,968
Inventories		465
Prepaid expenses and other current assets		253
Property and equipment		1,084
Intangible assets		21,300
Goodwill		70,861
Other non-current assets		21
Accounts payable		(822)
Accrued liabilities		(2,334)
Deferred tax liabilities		(4,374)
Total acquisition consideration		$ 90,224

Acquisitions - Summary of Components of Identifiable Intangible Assets Acquired and their Estimated Useful Lives (Details) - RE2, Inc. $ in Thousands	Apr. 25, 2022 USD ($)
Acquired Finite-Lived Intangible Assets [Line Items]
Total intangible assets	$ 21,300
Trade Name and Trademarks
Acquired Finite-Lived Intangible Assets [Line Items]
Total intangible assets	$ 1,000
Intangible assets Useful Life (in years)	6 years
Developed Technology
Acquired Finite-Lived Intangible Assets [Line Items]
Total intangible assets	$ 9,600
Intangible assets Useful Life (in years)	5 years
Customer Relationships
Acquired Finite-Lived Intangible Assets [Line Items]
Total intangible assets	$ 10,700
Intangible assets Useful Life (in years)	9 years

Goodwill and Intangible Assets - Summary of Changes in Carrying Amount of Goodwill (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2022 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Acquisitions	$ 70,861
Balance at June 30, 2022	$ 70,861

Goodwill and Intangible Assets - Summary of Acquired Intangible Assets, Net (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2022 USD ($)
Finite-Lived Intangible Assets [Line Items]
Gross Carry Amount	$ 21,300
Accumulated Amortization	574
Net Carry Amount	20,726
Trade Name and Trademarks
Finite-Lived Intangible Assets [Line Items]
Gross Carry Amount	1,000
Accumulated Amortization	28
Net Carry Amount	$ 972
Weighted Average Remaining Useful Life (in years)	5 years 9 months 18 days
Developed Technology
Finite-Lived Intangible Assets [Line Items]
Gross Carry Amount	$ 9,600
Accumulated Amortization	323
Net Carry Amount	$ 9,277
Weighted Average Remaining Useful Life (in years)	4 years 9 months 18 days
Customer Relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carry Amount	$ 10,700
Accumulated Amortization	223
Net Carry Amount	$ 10,477
Weighted Average Remaining Useful Life (in years)	8 years 9 months 18 days

Goodwill and Intangible Assets - Summary of Future Amortization Expense Related to Acquired Intangible Assets (Details) $ in Thousands	Jun. 30, 2022 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2022	$ 1,638
2023	3,276
2024	3,276
2025	3,276
2026	3,276
2027 and thereafter	5,984
Net Carry Amount	$ 20,726

Goodwill and Intangible Assets - Additional Information (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Impairment of goodwill			$ 0	$ 0
Amortization of intangible assets	$ 574,000	$ 0	574,000	0
Impairment of intangible assets			$ 0	$ 0

Notes Payable - Additional Information (Details) - USD ($) $ in Millions	Jun. 30, 2022	Nov. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Apr. 30, 2020
Debt Instrument [Line Items]
Outstanding Debt	$ 0.0
PPP Loan
Debt Instrument [Line Items]
Annual interest rate				1.00%	1.00%
First PPP Loan
Debt Instrument [Line Items]
Principal amount					$ 2.4
Loans forgiven			$ 2.4
Second PPP Loan
Debt Instrument [Line Items]
Principal amount				$ 2.0
Loans forgiven		$ 2.0

Reverse Recapitalization - Additional Information (Details) - $ / shares	6 Months Ended
	Jun. 30, 2022	Dec. 31, 2021	Sep. 24, 2021
Business Acquisition [Line Items]
Common Stock, Shares, Outstanding	152,229,803	137,722,658	21,483,286
Common Stock, Shares, Issued	152,229,803	137,722,658
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 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
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

Reverse Recapitalization - Schedule of Number of Shares of Common Stock Outstanding Immediately following Business Combination (Details) - shares

Jun. 30, 2022

Dec. 31, 2021

Sep. 24, 2021

Business Acquisition [Line Items]

Common stock, shares outstanding

152,229,803

137,722,658

21,483,286

Common stock, shares issued

152,229,803

137,722,658

Less: redemption of Rotor Common Stock

(23,479,970)

Total shares from the Business Combination and PIPE financing

32,525,990

Recapitalization of old common stock

^[1]

105,063,285

Total shares of Common Stock immediately after the Business Combination

137,589,275

PIPE Investors

Business Acquisition [Line Items]

Common stock, shares issued

22,000,000

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 Business Combination. All fractional shares were rounded down.

Reverse Recapitalization - Schedule of Number of Shares of Common Stock Outstanding Immediately following Business Combination (Parenthetical) (Details) - shares	Sep. 24, 2021	Jun. 30, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Common stock, shares outstanding	21,483,286	152,229,803	137,722,658
Business combination exchange ratio	5.12922%
Restricted Stock Awards
Business Acquisition [Line Items]
Number of shares unvested	5,129,222	2,564,611	5,129,222

Warrants - Additional Information (Details) - $ / shares			6 Months Ended
	Jan. 20, 2021	Jan. 31, 2020	Jun. 30, 2022
Class of Warrant or Right [Line Items]
Shares of common stock per warrant		250,000
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 the Company's Common Stock for any 20 trading days within a 30-trading day period commencing after the Warrants become exercisable and ending three business days before the Company sends the notice of redemption to the Warrant holders (which is referred 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 the Company's 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

Stock-based Compensation - Additional Information (Details) shares in Millions	6 Months Ended
	Jun. 30, 2022 shares
2015 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock - based compensation exercisable period	10 years
2015 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
2015 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
2021 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock - based compensation exercisable period	10 years
Total number of shares	30.0
Due to failure to vest, additional shares added	12.8
Number of additional shares receivable upon achievement of earn-out targets	25.5
2021 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	1 year
2021 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	4 years

Stock-based Compensation - Schedule of Stock Options Activity (Details) $ / shares in Units, $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares
Share-based Payment Arrangement [Abstract]
Options outstanding, beginning balance \| shares	10,027,094
Options granted \| shares	6,076,103
Options exercised \| shares	(1,575,984)
Options cancelled \| shares	(943,681)
Options outstanding, ending balance \| shares	13,583,532	10,027,094
Options exercisable \| shares	7,859,849	5,176,464
Options outstanding, weighted average exercise price, beginning balance \| $ / shares	$ 3.28
Options granted, weighted average exercise price \| $ / shares	2.21
Options exercised, weighted average exercise price \| $ / shares	0.35
Options cancelled, weighted average exercise price \| $ / shares	6.52
Options outstanding, weighted average exercise price, ending balance \| $ / shares	2.92	$ 3.28
Options exercisable, weighted average exercise price \| $ / shares	$ 0.91	$ 0.46
Options outstanding, weighted average remaining contractual term	7 years 2 months 12 days	7 years 2 months 12 days
Options exercisable, weighted average remaining contractual term	5 years 9 months 18 days	5 years 3 months 18 days
Options outstanding, aggregate intrinsic value \| $	$ 15,828	$ 67,173
Options exercisable, aggregate intrinsic value \| $	$ 14,748	$ 49,268

Stock-based Compensation - Schedule of Stock Options Activity (Parenthetical) (Details)	6 Months Ended
	Jun. 30, 2022 $ / shares shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Options assumed \| shares	6,076,103
Options assumed weighted-average exercise price \| $ / shares	$ 2.21
RE2, Inc
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Options assumed \| shares	3,900,000
Options assumed weighted-average exercise price \| $ / shares	$ 1.05

Stock-based Compensation - Summary of RSU Activity (Details) - Restricted Stock Units (RSUs)	6 Months Ended
	Jun. 30, 2022 $ / shares shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares, beginning balance \| shares	1,797,474
Number of shares, granted \| shares	2,464,180
Number of shares, released \| shares	(825,280)
Number of shares, cancelled \| shares	(235,776)
Number of shares, ending balance \| shares	3,200,598
Weighted average fair value, beginning balance \| $ / shares	$ 8.34
Weighted average fair value, granted \| $ / shares	3.91
Weighted average fair value, released \| $ / shares	8.69
Weighted average fair value, cancelled \| $ / shares	8.52
Weighted average fair value, ending balance \| $ / shares	$ 4.83

Stock-based Compensation - Summary of RSA Activity (Details) - Restricted Stock Awards	6 Months Ended
	Jun. 30, 2022 $ / shares shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares, beginning balance \| shares	5,129,222
Number of shares, granted \| shares	26,865
Number of shares, released \| shares	(2,591,476)
Number of shares, ending balance \| shares	2,564,611
Weighted average fair value, beginning balance \| $ / shares	$ 8.78
Weighted average fair value, granted \| $ / shares	5.83
Weighted average fair value, released \| $ / shares	8.75
Weighted average fair value, ending balance \| $ / shares	$ 8.78

Stock-based Compensation - Schedule of Stock Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense	$ 10,270	$ 219	$ 21,120	$ 392
Cost of Revenue
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense	24	15	38	43
Research and Development
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense	159	73	314	134
Sales and Marketing
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense	251	12	383	22
General and Administrative
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense	$ 9,836	$ 119	$ 20,385	$ 193

Net Loss Per Share - Schedule of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Numerator:
Net loss	$ (23,118)	$ (5,263)	$ (42,320)	$ (10,461)
Denominator:
Weighted average shares outstanding, basic and diluted	146,278,898	104,063,972	142,116,194	104,061,824
Basic and diluted net loss per share	$ (0.16)	$ (0.05)	$ (0.30)	$ (0.10)
Anti-dilutive securities, excluded	69,516,163	15,285,032	69,516,163	15,285,032

- Definition

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

+ References

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-Paragraph 30
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8906-108599

Reference 35: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

+ Details

Income Taxes - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Income Tax Disclosure [Abstract]
Income tax expense (benefit)	$ (1,606)	$ 1	$ (1,606)	$ 1

- 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	Jun. 30, 2022 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2022	$ 908
2023	1,504
2024	1,882
2025	1,530
2026	1,397
2027 and thereafter	9,919
Total	$ 17,140

Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Thousands		3 Months Ended		6 Months Ended
	Apr. 04, 2021	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Commitments and Contingencies Details [Line Items]
Operating Lease, Expense		$ 400	$ 400	$ 700	$ 700
Sales and marketing expenses		2,586	$ 1,163	4,797	$ 1,819
Palantir Technologies
Commitments and Contingencies Details [Line Items]
Professional and contract services expense term	6 years
Professional and contract services expense	$ 42,000
Sales and marketing expenses		1,000		1,900
Prepaid expense		$ 1,900		$ 1,900

Commitments and Contingencies - Schedule of Future Minimum Lease Payments under Noncancelable Capital Leases (Details) $ in Thousands	Jun. 30, 2022 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2022	$ 96
2023	4
2024	4
Minimum lease payment including interest	104
Amount representing interest	(1)
Minimum lease payments excluding interest	$ 103

Commitments and Contingencies - Schedule of Unconditional Purchase Commitment (Details) $ in Thousands	Jun. 30, 2022 USD ($)
Recorded Unconditional Purchase Obligation [Line Items]
2023	$ 8,000
2024	8,000
2025	10,000
2026	10,000
Total	$ 36,000

Segment Information - Additional Information (Details)	3 Months Ended		6 Months Ended
Segment Information - Additional Information (Details)	Jun. 30, 2022 USD ($)	Jun. 30, 2021 USD ($)	Jun. 30, 2022 USD ($) Segment	Jun. 30, 2021 USD ($)
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 \| $	$ 600,000	$ 0	$ 600,000	$ 0

- 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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9038-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130545-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-Section 50
-Paragraph 32
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 280
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-Section 50
-Paragraph 30
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (b)
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 10: 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 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 924
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-URI http://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

+ Details

Related Party Transactions - Additional Information (Details) $ in Millions	Jun. 30, 2022 USD ($)
Related Party Transactions [Abstract]
Construction in Progress, Cost Capitalized	$ 0.8

Employee Benefits - Additional Information (Details)	6 Months Ended	12 Months Ended
Employee Benefits - Additional Information (Details)	Jun. 30, 2022	Dec. 31, 2021
Retirement Benefits [Abstract]
Maximum defer net employment income percentage	100.00%	100.00%