Sarcos Technology & Robotics Corp Form 10-K Annual ...

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Business Address 650 SOUTH 500 WEST SALT LAKE CITY UT 84101 888-927-7296 Mailing Address 650 SOUTH 500 WEST SALT LAKE CITY UT 84101 SECURITIES AND EXCHANGE COMMISSION FORM 10-K Annual report pursuant to section 13 and 15(d) Filing Date: 2022-03-29 | Period of Report: 2021-12-31 SEC Accession No. 0000950170-22-004931 (HTML Version on secdatabase.com) FILER Sarcos Technology & Robotics Corp CIK:1826681| IRS No.: 000000000 | State of Incorp.:DE | Fiscal Year End: 1231 Type: 10-K | Act: 34 | File No.: 001-39897 | Film No.: 22781128 SIC: 3569 General industrial machinery & equipment, nec Copyright © 2022 www.secdatabase.com . All Rights Reserved. Please Consider the Environment Before Printing This Document

Transcript of Sarcos Technology & Robotics Corp Form 10-K Annual ...

Business Address650 SOUTH 500 WESTSALT LAKE CITY UT 84101888-927-7296

Mailing Address650 SOUTH 500 WESTSALT LAKE CITY UT 84101

SECURITIES AND EXCHANGE COMMISSION

FORM 10-KAnnual report pursuant to section 13 and 15(d)

Filing Date: 2022-03-29 | Period of Report: 2021-12-31SEC Accession No. 0000950170-22-004931

(HTML Version on secdatabase.com)

FILERSarcos Technology & Robotics CorpCIK:1826681| IRS No.: 000000000 | State of Incorp.:DE | Fiscal Year End: 1231Type: 10-K | Act: 34 | File No.: 001-39897 | Film No.: 22781128SIC: 3569 General industrial machinery & equipment, nec

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UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K(Mark One)☒☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2021OR

☐☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THETRANSITION PERIOD FROM TO

Commission File Number 001-39897

SARCOS TECHNOLOGY AND ROBOTICS CORPORATION(Exact name of registrant as specified in its charter)

Delaware 85-2838301(State or other jurisdiction of

incorporation or organization)(I.R.S. Employer

Identification No.)650 South 500 West, Suite 150

Salt Lake City, Utah, 84101(Address of principal executive offices)

(888) 927-7296(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading

Symbol(s) Name of each exchange on which registeredCommon Stock, $0.0001 par value per share STRC The Nasdaq Stock Market LLC

Redeemable warrants, exercisable for shares of Common Stock at anexercise price of $11.50 per share

STRCW The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ☐ NO ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES ☐ NO ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ☒ NO ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 ofthis chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YES ☒ NO ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.Large accelerated filer ☐ Accelerated filer ☐

Non-accelerated filer ☒ Smaller reporting company ☒Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financialaccounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reportingunder Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES ☐ NO ☒

As of June 30, 2021, the last day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the voting and non-voting common equity held bynon-affiliates of the registrant, based on the closing price of the shares of common stock on the New York Stock Exchange, was approximately $283.3 million.

As of March 1, 2022 the registrant had 142.9 million share of Common Stock, $0.0001 par value per share, outstanding.

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Table of Contents

PagePART I

Item 1. Business 6Item 1A. Risk Factors 19Item 1B. Unresolved Staff Comments 52Item 2. Properties 52Item 3. Legal Proceedings 52Item 4. Mine Safety Disclosures 52

PART IIItem 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 53Item 6. [Reserved] 53Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 54Item 7A. Quantitative and Qualitative Disclosures About Market Risk 63Item 8. Financial Statements and Supplementary Data 64Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 92Item 9A. Controls and Procedures 92Item 9B. Other Information 93

PART IIIItem 10. Directors, Executive Officers and Corporate Governance 94Item 11. Executive Compensation 103Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 116Item 13. Certain Relationships and Related Transactions, and Director Independence 119Item 14. Principal Accounting Fees and Services 124

PART IVItem 15. Exhibits, Financial Statement Schedules 125Item 16 Form 10-K Summary 127

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Explanatory Note

On September 24, 2021 (the “Closing Date”), Rotor Acquisition Corp. ("Rotor"), a Delaware corporation, consummated the previouslyannounced business combination (the “Business Combination”) pursuant to the terms of the Agreement and Plan of Merger, dated as ofApril 5, 2021 (the “Original Merger Agreement”), 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 theAgreement 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 Rotor, Merger Sub and Old Sarcos. Pursuant to the terms of the Merger Agreement, the BusinessCombination between Rotor and Old Sarcos was effected through the merger of Merger Sub with and into Old Sarcos, with Old Sarcoscontinuing as the surviving corporation (the “Merger”) and a wholly-owned subsidiary of Rotor. On the Closing Date, Rotor changedits name to Sarcos Technology and Robotics Corporation.

For more information on the Business Combination, see Note 1, Basis of Presentation and Summary of Significant Accounting Policiesand Note 5, Reverse Recapitalization, in the accompanying consolidated financial statements.

References to the “Company,” "Sarcos," “we,” “us,” and “our” in this report refer to Old Sarcos before the consummation of theBusiness Combination or Sarcos Technology and Robotics Corporation (together with its subsidiaries) after the consummation of theBusiness Combination, as the context suggests. In addition, where identified or the context clearly indicates, this Annual Report onForm 10-K contains historical information about Rotor before the Business Combination.

The Business Combination was accounted for as a reverse capitalization, with no goodwill or other intangible assets recorded, inaccordance with U.S. generally accepted accounting principles ("GAAP"). Under this method of accounting, Rotor is treated as the“acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the financial statements of the combinedentity will represent a continuation of the financial statements of Old Sarcos with the Business Combination being treated as theequivalent of Old Sarcos issuing stock for the net assets of Rotor, accompanied by a recapitalization. The net assets of Old Sarcos andRotor are stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combinationare those of Old Sarcos.

Summary Risk Factors

Our business is subject to numerous risks and uncertainties, including those highlighted in Part I Item 1A Risk Factors of this Report.The following is a summary of the principal risks we face:

•We are an early stage company with a history of losses, and expect to incur significant expenses for the foreseeable future.

•If we fail to effectively manage our growth, we may not be able to design, develop, manufacture, market and launch our roboticsystems successfully.

•Our operating and financial projections rely on management assumptions and analyses. If these assumptions or analyses prove tobe incorrect, our actual operating results may be materially different from our forecasted results.

•Initial production of commercial units of our core products, the Guardian XO and Guardian XT, may be delayed beyond the endof 2022 and therefore initial delivery to customers could be beyond early 2023.

•We have very limited experience commercializing our products and may not be able to do so efficiently or effectively.

•Our business plans require a significant amount of capital. Our future capital needs may require us to sell additional equity or debtsecurities that may dilute our stockholders or introduce covenants that may restrict our operations or our ability to pay dividends.

•Our core products represent a new product category, and important assumptions about the market demand, pricing, adoption ratesand sales cycle, for our current and future products may be inaccurate.

•With our products still under development, we have limited current customers and no pending orders for the upcomingcommercial version of our core products, and expected customer trials and discussions may not result in binding orders orsubscriptions.

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•Even if we successfully market our products, the purchase or subscription, adoption and use of the products may be materially andnegatively impacted if the employees of our customers resist the use and adoption of the products.

•Our Robot-as-a-Service (“RaaS”) subscription model has yet to be tested and may fail to gain commercial acceptance.

•If we are successful in commercializing our products, our revenue will be concentrated in a limited number of products for theforeseeable future.

•The benefits to customers of our products could be supplanted by artificial intelligence or industrial automation.

•Design flaws, defects, glitches or malfunctions in our products or the software that operates them, failure of our products toperform as expected, connectivity issues or user errors, can result in product recalls, lower than expected return on investment forcustomers, harm to users and significant safety concerns, each of which could materially and adversely affect our results ofoperations, financial condition or reputation.

•We have no experience maintaining or servicing our products at a large scale.

•Our ability to develop and manufacture products of sufficient quality on schedule and on a large scale is unproven, and delays inthe design, production and launch of our products could harm our business, prospects, financial condition and operating results.

•We are or may be subject to risks associated with strategic alliances or acquisitions and may not be able to identify adequatestrategic relationship opportunities, or form strategic relationships, in the future.

•We are highly dependent on the services of our senior management and other key employees and, if we are unable to attract andretain a sufficient number of qualified employees, our ability to design, manufacture and launch our products, operate our businessand compete could be harmed.

•Our management as a group has limited experience in operating a public company.

•Ongoing impacts from COVID-19 or another pandemic, epidemic or outbreak of an infectious disease may materially andadversely impact our business, prospects, financial condition and operating results.

•We may experience significant delays in the design, development, production and launch of our robotic systems, which couldharm our business, prospects, financial condition and operating results.

•Our business and prospects depend significantly on our ability to build the Sarcos brand. We may not succeed in continuing toestablish, maintain and strengthen the Sarcos brand, and our brand and reputation could be harmed by negative publicity regardingus or our products.

•We are dependent on our suppliers, some of which are currently single, sole or limited source suppliers, and any inability of thesesuppliers to deliver necessary components of our products at prices, volumes, performance and specifications acceptable to us,could have a material adverse effect on our business, prospects, financial condition and operating results. We have not yetidentified all of the suppliers that we are likely to rely on to support any future commercialization of our core products.

•If we are unable to contract with a third-party manufacturing partner, we would need to develop our own manufacturing facilities,which may not be feasible and, if feasible, would significantly increase our capital expenditures and operating expenditures, andwould significantly delay or inhibit production of our robotic systems.

•We operate in a competitive industry that is subject to rapid technological change, and we expect competition to increase.

•Our financial results may vary significantly from period to period due to fluctuations in our operating costs, product demand andother factors.

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•Both Old Sarcos and Rotor identified a material weakness in their internal control over financial reporting prior to the closing ofthe Business Combination. If we are unable to develop and maintain an effective system of internal control over financialreporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investorconfidence in us and materially and adversely affect our business and operating results.

•We expect to incur substantial research and development costs and devote significant resources to identifying andcommercializing new products, which could significantly reduce our profitability and may never result in revenue.

•Our success depends in part on our ability to obtain and maintain protection for the intellectual property relating to or incorporatedinto our products.

•We may not be able to protect our intellectual property rights in all countries.

•We may be subject to intellectual property infringement claims or misappropriation claims, which may be time consuming andexpensive and, if adversely determined, could limit our ability to commercialize our products.

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PART I

Special Note Regarding Forward-Looking Statements

Certain statements in this Report constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act andSection 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements relate toexpectations for future financial performance, business strategies or expectations for our business. Specifically, forward-lookingstatements may include statements relating to:

•our ability to sell our products to or obtain RaaS subscriptions from new and existing customers;

•our plans to expand our product availability globally;

•our product roadmap, including the expected timing of new product releases;

•our ability to manage and overcome supply chain challenges, including increases in the cost of and an interruption in the supply orshortage of materials;

•competition from existing or future businesses and technologies;

•the impact of the COVID-19 pandemic on our business and the business of our customers;

•our ability to manage our growth and expenses;

•our ability to maintain, protect and enhance our intellectual property;

•our ability to comply with modified or new laws and regulations applicable to our business;

•our ability to attract and retain qualified personnel with the necessary experience;

•our ability to introduce new products that meet our customers’ requirements and to successfully transition to high volumemanufacturing of our products by third-party manufacturers or by us;

•our projected financial and operating information;

•our future financial performance;

•changes in the market for our products and services;

•expansion plans and opportunities;

•future capital requirements and sources and uses of cash;

•the outcome of any known and unknown litigation and regulatory proceedings;

•our ability to maintain and protect our brand; and

•other statements preceded by, followed by or that include the words “may,” “can,” “should,” “will,” “estimate,” “plan,” “project,”“forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “target” or similar expressions.

These forward-looking statements are based on information available as of the date of this Report and our management’s currentexpectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-lookingstatements should not be relied upon as representing our views as of any subsequent date, and, in any event, you should not place unduereliance on these forward-looking statements. We do not undertake any obligation to update forward-looking statements to reflectevents or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except asmay be required under applicable securities laws.

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These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or otherassumptions that may cause actual results or performance to be materially different from those expressed or implied by theseforward-looking statements. These risks and uncertainties include those factors described in Part I Item 1A Risk Factors of this

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Report. Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual resultsmay vary in material respects from those projected in these forward-looking statements. Our Risk Factors are not guarantees that nosuch conditions exist as of the date of this report and should not be interpreted as an affirmative statement that such risks or conditionshave not materialized, in whole or in part.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. Thesestatements are based upon information available to us as of the date of this Report, and while we believe such information forms areasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicatethat we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements areinherently uncertain and investors are cautioned not to unduly rely upon these statements.

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Item 1. Business.

The following discussion should be read in conjunction with the information about us contained elsewhere in this Report, including theinformation set forth in our consolidated financial statements and the related notes. Some of the information contained in this sectionor set forth elsewhere in this Report, including information with respect to our plans and strategy for our business, includesforward-looking statements that involve risks and uncertainties. You should read Part I Item 1A Risk Factors and the section titled“Special Note Regarding Forward-Looking Statements” for a discussion of important factors that could cause actual results to differmaterially from the results described in or implied by the forward-looking statements contained in the following discussion.

Overview

We are a technology leader in industrial highly-dexterous mobile robotic systems for use in dynamic environments. Our mission is tosave lives and prevent injury while helping humans accomplish more than ever before. To achieve this mission, we design our roboticsystems to augment human performance by combining human intelligence, instinct and judgment with the strength, endurance andprecision of machines to enhance human safety and productivity. We expect our products to benefit markets in which people performphysically demanding or hazardous tasks, such as aerospace, automotive, aviation, construction, defense, distribution and warehousingfor ecommerce and other industries, industrial manufacturing, maritime, military and oil and gas. Our technologically-advanced line ofproducts augments, rather than replaces, humans.

We believe we are in the midst of a fourth industrial revolution, or Industry 4.0, with the application of modern smart technology totraditional manufacturing and industrial practices. Robotically augmenting the workforce is expected to increase productivity, reducecostly occupational injuries, minimize production downtime by facilitating fast implementation and changeovers, enhance agilemanufacturing, broaden the pool of available employees by equalizing workers’ physical capabilities and potentially increase thelongevity of an aging workforce. For example, we expect that our Guardian XO and Guardian XT will each allow users to safely lift aload of up to 200 lbs. (compared to the 35 to 40 lbs. limits typically recommended by OSHA guidelines) with small effort in a widerange of tasks. Based on use cases that we have explored with potential customers, we estimate that individuals using our Guardian XOunit can improve productivity by three or more times.

Our products are designed to serve as a key element of an Industry 4.0-ready workforce. Our engineering and design efforts are led by ahighly experienced robotics team, with some members of our core engineering team working together for over 20 years. We alsobenefit from more than $300 million in research and development investment in our proprietary technologies and an extensive patentportfolio. We have received several awards and recognitions, including recognition as the 2020 Dexterous Robots & ExoskeletonsCompany of the Year by Frost & Sullivan and the following recognitions for the Guardian XO: 2021 IEEE Robotics and AutomationSociety Award for Product Innovation, selection as one of the Best Inventions of 2020, Productivity by Time Magazine, 2020 Finalistfor the Innovation by Design Awards by Fast Company and 2020 Winner of the Commercial Technologies for Maintenance Activities(CTMA) Technology Competition by the National Center for Manufacturing Sciences. The Guardian XO also received many tophonors at CES in 2020, including being named “Top Emerging Technology” by Digital Trends, “Best Robot” by PCMag.com and “TheBest Ideas and Products of CES” by VentureBeat, and was recognized by WIRED Magazine as being one of the smartest technologieson the show floor.

We plan to offer our Guardian XO and Guardian XT robotic systems primarily through a Robot-as-a-Service, or RaaS,subscription-based service model that will give customers the convenience of included on-going maintenance, support, remotemonitoring and software upgrades in addition to use of our products. We believe the RaaS subscription model will be attractive to ourcustomers and accelerate market adoption of our robotic systems because it will lower the upfront costs of deployment, shift capitalexpenditures to operating expenditures, allow customers to more nimbly scale deployments up or down in response to marketconditions, and make our products more accessible to customers of all sizes.

History and Corporate Information

Sarcos is the result of a decades-long effort in research and development of highly-dexterous robotic systems. Our original predecessorwas spun-out of the University of Utah in 1983. In 2007, our predecessor was acquired by Raytheon and was operated until 2014 as adivision of Raytheon known as Raytheon Sarcos. During this period, Raytheon Sarcos was focused primarily on developingcutting-edge technologies for use by U.S. governmental agencies. In December 2014, the assets of Raytheon Sarcos were acquired by aconsortium led by the former Raytheon Sarcos President and our current Chief Innovation Officer Dr. Fraser Smith and technology andtelecom entrepreneur Benjamin Wolff, our former CEO and current Executive Chairman of the Board. This acquisition was the basisfor the establishment of Old Sarcos, which was incorporated in Utah in February 2015. On September 24, 2021, we completed theBusiness Combination whereby Old Sarcos became a wholly-owned subsidiary of Rotor and Rotor changed its name to SarcosTechnology and Robotics Corporation.

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Our principal executive offices are located at 650 South 500 West, Suite 150, Salt Lake City, Utah, 84101. Our telephone number is888-927-7296.

Company Website

We maintain a company website with the address www.sarcos.com. We are not including the information contained on our website as apart of, or incorporating it by reference into, this Annual Report on Form 10-K. We make available free of charge through thewww.sarcos.com website our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, andamendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonablypracticable after we electronically file such material with, or furnish such material to, the SEC. These reports and other information arealso available, free of charge, at www.sec.gov. In addition, our Code of Business Conduct and Ethics is available through thewww.sarcos.com website and any amendments to or waivers of the Code of Conduct will be disclosed on that website.

Industry Background

Evolution of Robotics

Industrial robots have been commercially available and used in industrial and manufacturing environments since the 1970s. They aretypically large, stationary machines designed to automate repetitive tasks that require speed and strength greater than what a human canaccomplish. For manufacturing tasks, industrial robots generally execute plans by rote programming - functions that are programmed inadvance by a human engineer.

Over time, industrial robots have become more sophisticated. Industrial robots have seen widespread adoption in a host of applicationsand have gained acceptance across many industries. However, these heavy industrial robots generally require workspaces to beconfigured around them and large safety cages to protect workers on the factory floor, consume significant amounts of power andspace, are substantially less agile and versatile than humans and are difficult and costly to move from one location to another. Thesecharacteristics typically limit the number of use cases to highly routinized tasks. As a result, two new categories of products, calledcollaborative robots, or cobots, and automated mobile robots, or AMRs, are gaining market traction.

Advances in tangential technologies such as grippers, vision systems, cloud computing, augmented reality, or AR, and artificialintelligence, or AI, have led to the broader adoption and commercial viability of cobots and AMRs. These advances have offeredincreased safety and operational flexibility, allowing robots to be deployed safely alongside humans, disrupting the historical industrialrobotics industry and labor markets while offering more advanced capabilities than earlier models. However, neither cobots nor AMRsare designed to perform tasks in dynamic or unstructured environments. As with their predecessors, they are tools of automation,designed and programmed to perform routinized tasks. They also generally lack human-like dexterity and the ability to lift andmanipulate heavy objects.

Evolution of Wearable Robotics

Robotic exoskeletons are not a new concept. They have been a staple of science fiction for decades. General Electric was the first to tryto move the concept from fiction to reality with its experimental Hardiman exoskeleton debuting in the 1960s. Early versions offull-body, powered exoskeletons were reliant on hydraulic power supplies connected via a cord or hydraulic lines, which greatlyrestricted the mobility and the number of use cases. They also consumed large amounts of power, making it impractical to use theseearly versions on an untethered basis. More recently, partial-body, powered exoskeletons have primarily been deployed for healthcareand rehabilitative uses. Partial-body, non-powered devices (called passive exoskeletons) have been adopted for passive supportfunctions such as assisting parts-assembly workers when performing repetitive, overhead manual labor. Unlike these commercialpredecessors, powered, full-body industrial robotic exoskeletons will combine human intelligence and mobility with the strength,endurance and precision of traditional industrial robots. These powered exoskeletons will allow humans and robots to operate as asingle unit, substantially augmenting a typical workers’ capabilities while reducing the risk of occupational injuries.

Traditional Labor Market

Historically, many industries have been dependent on manual human labor and heavy equipment (such as forklifts or cranes) fornumerous physically demanding tasks. Human limitations and equipment inflexibility, such as size constraints and power needs, createcostly inefficiencies. Relying on human labor sources also has considerable financial and safety costs, which impact the business andthe labor pool alike. Workplace accidents and fatigue caused by heavy lifting and working from heights have significant detrimentaleffects on a workforce’s productivity and can cause extensive bodily harm to human workers.

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Challenges to the labor market include:

•Rising average age of the labor force in developed nations. According to European Commission data: as of 2015, 22% of theUnited States labor force was over the age of 65; by 2050, that percentage is expected to rise to 36%; worldwide, as of 2015, 13%of the labor force was over the age of 65; and, by 2050, that number is expected to rise to 25%.

•Shrinking pool of manual laborers. Long-term trends suggest workers may avoid manual labor due to occupational hazards,resulting in labor shortages. Moreover, although the long-term effects of COVID-19 are largely unknown, there is a chance theywill further negatively affect the availability of the labor force. According to an industry study, there will be a shortage ofapproximately 2.4 million workers in U.S. manufacturing by 2028 resulting in a $2.5 trillion negative impact on the U.S. economy.

•Costs associated with physically taxing occupations. In the United States alone, (a) the Spine Research Institute and OSHAreport that healthcare costs, lost wages and decreased productivity associated with back injuries cost approximately $100 billionannually, and (b) according to a 2018 U.S. Bone and Joint Initiative study, back pain accounts for an estimated more than 264million lost workdays a year, the equivalent of approximately two workdays for every full-time worker in the country. Falls fromheights are the fourth most disabling and costly injury after overexertion and falling from the same level according to the 2019Liberty Mutual Workplace Safety Index. OSHA reports that approximately $136 billion is lost annually due to worker fatigue.

•Equipment that is not ideal for complex environments or the task at hand. Common equipment, such as cranes, forklifts andlift-assist devices often lack the flexibility needed to address the dynamic needs of a worksite. Larger equipment sizes andinflexibility in the range of tasks they can perform often do little to address some of the common issues faced by the labor force.

The Sarcos Solution

We design our robotic systems to augment human performance by combining human intelligence, instinct and judgment with thestrength, endurance and precision of machines to enhance human safety and productivity while addressing many of the labor market’schallenges mentioned above. We expect our products to benefit markets in which people perform physically demanding or hazardoustasks, such as aerospace, automotive, aviation, construction, defense, distribution and warehousing for ecommerce and other industries,industrial manufacturing, maritime, military and oil and gas. The technological advancements provided by our industrialhighly-dexterous mobile robotic systems can have broad-ranging implications and benefits to workers and employers alike. Based onour testing and initial trials, we expect each unit to increase productivity across a variety of use cases, while significantly reducing therisk, and associated costs, of employee injuries.

Our technological innovations, coupled with significant improvements in the size, weight, power, performance and cost of components,have enabled us to advance the development of our robotic systems. We believe that our products sufficiently address the limitationshistorically faced by the robotics industry as discussed above to be commercially viable and expect to commence initial production ofcommercial units of the Guardian XO and Guardian XT by the end of 2022 for delivery to customers in early 2023. Our technologicalinnovations include or will include:

•Kinematic Equivalency. Our robotic systems are modeled after human movement and designed for a robot-to-human-body ratiowith intuitive controls and integrated feedback.

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•Teleoperated. Our teleoperated units, the Guardian XT and Guardian GT, are expected to provide high fidelity force feedback toenable precision work through a platform-agnostic design for diverse environments.

•Human-like Dexterity with Augmented Strength. We are designing our robotic systems to provide human-like ability to operatein dynamic, unstructured environments and augment humans with the strength, stamina, precision and speed of robotics.

•Energetic Autonomy (untethered, battery-powered). We expect that our products will offer reduced power consumption viaoptimized power utilization.

•Safety. Our robotic systems are being developed to include advanced controls and comprehensive system recovery to increasetheir safety.

We believe the primary drivers towards the adoption of our products include:

•Increased productivity gained through increased strength and endurance, and reduced errors caused by worker fatigue.

•Reduced costly occupational injuries, days missed and medical or legal expenses.

•Ability to hire employees who would otherwise have been physically unable to perform the required tasks.

•Potential to extend the number of years that aging workers can continue to perform physically demanding work.

•Compatibility of objectives between employers and employees because our products are intended to empower, not replace, thelabor force and enhance employee safety while reducing employer costs.

•Limited production downtime as a result of fast implementation and changeovers.

Our Product Platforms

We expect to offer a range of robotic systems that draw on our intellectual property, years of expertise, and innovative coretechnologies.

Guardian XO

The Guardian XO is a full-body powered exoskeleton designed to augment user strength, endurance and precision without materiallyrestricting freedom of movement. We expect that the Guardian XO will enable the user to safely lift a load of up to 200 lbs. with smalleffort in a wide range of use cases and industrial processes, significantly increasing a user's lift capability beyond the 35-40 lbs.typically recommended by OSHA. The unit’s advanced sensing and control system is designed to provide both responsiveness andfluidity of movement, making it user-friendly and intuitive to operate.

The Guardian XO is intended to enhance productivity, mitigate worker fatigue, reduce the risk of workplace injuries and democratizethe labor force by augmenting the capabilities of individuals otherwise physically unable to perform the required tasks. We believe theGuardian XO has the potential to revolutionize the way work gets done in industry sectors such as aerospace, automotive, aviation,construction, defense, distribution and warehousing for ecommerce and other industries, industrial manufacturing, maritime, militaryand oil and gas. According to initial customer testing feedback, the Guardian XO can increase a worker’s productivity by three or moretimes.

We believe the following capabilities will be required for initial market acceptance of the Guardian XO, and we intend to include themin our initial commercial units:

•Added Strength and Endurance. The exoskeleton is expected to carry a maximum load of up to 200 lbs., while offloading theunit’s weight and the weight of the load being carried. It is also designed to enable a smooth lifting motion by dynamicallycompensating for gravity and inertia for up to 100 lbs. per arm (or 50 lbs. per arm when lifting at full extension).

•Battery-powered for Mobile Performance and Near-continuous Use. The Guardian XO will be powered by onboardhot-swappable batteries intended to provide near-continuous operation. Additionally, the XO Pod docking station is expected tofacilitate battery charging, donning and doffing of the unit and data management.

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•Sensors and Advanced Control Systems for Enhanced Maneuverability and Mobility. Integrated sensors in the Guardian XO areexpected to enable the unit’s advanced controls system to detect movement (position, force, angular rate, orientation, torque andspeed) in milliseconds to eliminate perceived latency. Maneuverability and mobility are intended to be provided through gravitycompensation, which will cause the robot to feel almost weightless to the user, and 24 motorized joints, or degrees of freedom,which will allow the user to move freely and naturally in unstructured environments. The Guardian XO is also expected to includea “hands-free” mode in which the user can lock the suit’s arms while carrying a heavy load and simultaneously complete dexteroustasks requiring human hands. Each unit will be equipped with a user-friendly control interface for user controls and diagnosticsnotification display.

•Ergonomic, Safety-first Features for User Comfort and Injury Prevention. We are designing the Guardian XO to includeimportant safety features and accommodate customer-specialized protective gear and fall-prevention devices. In the event of asudden power loss, redundant hardware and software are expected to enable “passive braking” to prevent user injury. In addition,the units are expected to include a highly responsive control system to enable the user to execute fall-prevention motions such asstumble-recovery. We anticipate that users will be able to don and doff units without assistance in less than 30 seconds, withadditional provisions for sudden egress.

We expect the Guardian XO to have a six-year service life (which we expect will involve shorter periods at different customers overthat six-year period as initial customers upgrade to newer versions), with refurbishment after three years in service. We expect tocommence initial production of commercial units of the Guardian XO by the end of 2022 for delivery to customers in early 2023.

Guardian XT

The Guardian XT is designed to be a highly-dexterous teleoperated, mobile robotic system that performs intricate, and sometimesdangerous, tasks that require human-like dexterity. Based on the upper body of the Guardian XO, the Guardian XT is designed to be aone- or two-armed system that is platform-agnostic and attachable to various mobile bases. We expect that the two-armed Guardian XTsystem will be able to lift and manipulate up to 200 lbs. and accomplish precision tasks under various conditions, including at height.

The Guardian XT will be controlled via a wearable input device and a head-mounted display worn by the user to guide the roboticsystem’s arm movements in its workspace. Users will be able to control the unit by utilizing their natural movement, reflexes, instinctsand judgment to perform complex and precise tasks in unstructured, often hazardous environments both indoors and outdoors, all whilekeeping the user at a safe distance.

The Guardian XT is designed to provide several efficiency benefits through its remote lifting and dexterous manipulation capabilities.For an at-height powerline maintenance task, for example, one of our potential customers concluded, based on their initial use of one ofour early prototypes, that the Guardian XT has the ability to reduce the size of a crew by 50% and complete tasks 20% faster. Inaddition, the Guardian XT is able to mitigate hazardous work condition risks including falling from height and worker fatigue due torepetitive motion tasks at-height. We believe the Guardian XT will be capable of reducing both direct and indirect costs associated withat-height and other hazardous work, including insurance premiums, safety crew costs, hazard-pay and more.

We believe the following capabilities will be required for initial market acceptance of the Guardian XT and we intend to include themin our initial commercial units:

•Tremendous Dexterity from a Distance. The Guardian XT’s teleoperation system is designed to provide force feedback and allowfor the tremendous precision and control necessary to perform dexterous tasks and manipulate off-the-shelf and user-specifiedtrade tools.

•Base and Platform Agnostic. We expect the Guardian XT to be platform-agnostic and attach to various mobile or fixed bases,including wheeled or tracked vehicles such as boom lifts, scissor lifts and bucket trucks, to address construction, maintenance,installation, assembly and logistics needs.

•Mixed Reality. The Guardian XT can move users out of harms' way by allowing the remote operation of the robotic systemleveraging mixed reality technologies. The user can be safe inside or beside the Guardian XT by utilizing mixed reality systemsintegrated with the Guardian XT. In the future, this will also allow partners to have experts in remote locations provide training andteleoperations.

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•Task Specific Autonomy. Leveraging artificial intelligence, the Guardian XT will provide users with the ability to set autonomoustasks in undefined areas. This includes the ability to set an area where a task, such as painting, sandblasting or assembly, can beperformed after being trained by the remote user.

The Guardian XT is expected to have a six-year service life (which we expect will involve shorter periods at different customers overthat six-year period as initial customers upgrade to newer versions), with refurbishment after three years in service. We are alsodeveloping a variant of the Guardian XT for the U.S. military, the Guardian DX, for defense logistics and maintenance applications. Weexpect to commence initial production of commercial units of the Guardian XT by the end of 2022 for delivery to customers in early2023.

Guardian GT

The Guardian GT is a custom product designed to be similar to the Guardian XT, but much larger in size. We expect it to be ateleoperated, force-multiplying robotic system that amplifies human strength and replicates human dexterity, while keeping the user at asafe distance. The robot’s highly-dexterous 7-foot long arms will have the ability to lift up to 500 lbs. each and mount on a variety ofmobile bases, allowing the user to complete hazardous tasks such as decommissioning, public safety, disaster recovery, construction,ship building and maintenance and repair activities. We expect future development and production of the Guardian GT to be on abespoke basis in collaboration with each customer desiring the product.

CYTAR

We have established our Cybernetic Training for Autonomous Robots, or CYTAR, program, with initial funding from the U.S.Airforce, to build on our existing Guardian XO and Guardian XT technology roadmap to develop trainable and semi-autonomousindustrial highly-dexterous mobile robotic systems. Fueled by the belief that a “human-in-the-loop” approach delivers the optimalflexibility needed for complex tasks and dynamic environments in which robotic systems will need to interact, through our CYTARprogram we intend to build upon our Guardian XO and Guardian XT technology using advances in artificial intelligence and machinelearning as appropriate to allow users to effectively and rapidly teach robotic systems to perform complex tasks.

We expect the CYTAR platform to use inputs gathered from a human user wearing a kinematically equivalent controller to teachrobotic systems to perform tasks in unstructured, dynamic and uncertain environments. These inputs will be used to generate machinelearning control policies that can be replicated and repeated with variations in the complexity and duration of tasks. Additionally, theCYTAR program is expected to offer a fleet-accessible database of successful task completion strategies to scale teaching acrossnumerous robotic systems saving time and resources.

While we have begun efforts to develop the CYTAR solution, it is in its early stages and we do not expect to produce commercialCYTAR products for the foreseeable future.

Guardian S

The Guardian S is a remote-controlled visual inspection and surveillance robotic system that can traverse challenging terrain andfacilitate two-way, real-time video, voice and data communication. The man-portable robot is controlled via an easy-to-use, ruggedizedtablet, helping keep the user at a safe distance. The system’s two-way communication facilitates video, sensor and still-image datacapture by the Guardian S, allowing users to gain vital first-look and situational awareness data of the inspection target before ahuman-based inspection is required.

The Guardian S is small, lightweight and deployable in less than 2 minutes. The robotic system’s ability to traverse difficult terrain andclimb ferromagnetic surfaces makes it ideally suited for commercial, industrial, public safety and defense applications.

We believe the following to be the key capabilities of the Guardian S:

•Multi-Purpose Mobile IoT Platform. The Guardian S includes a built-in sensor module that gathers real-time information and hasthe flexibility to add task-specific sensors via its payload bracket. Additionally, the Guardian S is capable of transporting a10-pound sensor payload while traversing a horizontal surface.

•Two-Way, Real-Time Video, Voice and Data Communication. The Guardian S includes enhanced Wi-Fi and two-way radioconnection between the user control unit and the robotic system. It also comes with built-in LTE capability (at 700 MHz operation)for cloud-based services. Audio and video are encrypted using 256-bit AES encryption.

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•All-Terrain, State-of-the-Art Visual Surveillance. The Guardian S is capable of traversing challenging terrain, including stairs,pipes, tanks, culverts, and vertical ferromagnetic surfaces, and is IP65-rated to be dustproof and water protected. The unit’s slimform factor enables access to confined spaces, beginning with seven inch diameter openings. The Guardian S provideshigh-resolution visual inspection enabled by six 4k cameras with digital zoom and autofocus, providing 360-degree video coveragewith both daytime and nighttime vision. Surveillance capabilities last up to 12 hours of stationary surveillance time or a three-milemobile inspection travel range.

The Guardian S robot was rolled out commercially in 2018 and is available today as a one-time upfront equipment purchase. It was thefirst robotic system to be commercialized by Sarcos and has been purchased by both industrial and defense customers. We do notexpect the Guardian S to comprise a material part of our revenues after we release our commercial Guardian XO and Guardian XTproducts.

Market Opportunity

We expect to offer the Guardian XO and Guardian XT primarily through the RaaS subscription model, which we believe will promotecustomer adoption. We believe that our products will be well received by our potential customers, as well as the labor force and laborunions.

We believe the total addressable market, or TAM, for our robotic systems is large and mostly unpenetrated. We estimate that the TAMfor our products was approximately $147 billion in 2020 and will grow to approximately $165 billion in 2026. Our TAM is driven bythe total number of workers in the occupations we expect to be candidates for adoption of the Guardian XO and Guardian XT andassumes that one in ten workers would adopt a unit. Our assumptions regarding the number of workers in each occupation is based ondata from the Bureau of Labor Statistics, or BLS, and our forecast assumes that the TAM would grow at the same rate as GDP,estimated to be 2% per year.

In addition, we believe that our serviceable obtainable market, or SOM, calculated to be initially 10% of our TAM, was $14.7 billion asof 2020 and will grow to $24.8 billion as of 2026, with the SOM as a percentage of TAM gradually increasing year by year to a 15%adoption rate as of 2026. Our SOM is estimated based on the expected technology adoption life cycle of our products. We assume thatour initial customer base will be comprised of innovators and early adopters in the industries we are targeting. Following successfuldeployment with these early adopters, we believe that there will be many potential customers that are fast followers. We believe ourestimated SOM is based on reasonable assumptions given our technology’s leadership position in the category of industrialhighly-dexterous mobile robotic systems, the lack of competitive products in this new category and our interactions with leadingindustrial companies across a number of verticals. However, it is possible that these assumptions will prove incorrect, and, as a result,our SOM could be significantly less than our estimates or take longer to be realized. See Part I Item 1A Risk Factors - “Our operatingand financial projections rely on management assumptions and analyses. If these assumptions or analyses prove to be incorrect, ouractual operating results may be materially different from our forecasted results.”

Growth Strategy

The key elements of our growth strategy include:

Continue to Develop our Robotic Systems

We will continue to develop our robotic systems, in particular in preparation for the commercial launch of the Guardian XO andGuardian XT. As mentioned above, we currently expect to commence initial production of commercial units of these products by theend of 2022 for delivery to customers in early 2023. However, such timeline may be delayed, including due to challenges in recruitingskilled employees, difficulties in securing components and materials, development delays, difficulties relating to manufacturing of theunits and other factors. See Part I Item 1A Risk Factors - "Initial production of commercial units of our core products, the Guardian XOand Guardian XT, may be delayed beyond the end of 2022 and therefore initial delivery to customers could be beyond early 2023."

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Continued Investment in Innovation

We will continue to invest significant resources in developing proprietary technologies across hardware, firmware, software andcontrols to commercialize our robotic systems. We expect our research and development activities to focus on areas such as kinematicequivalency, teleoperation, human-like dexterity with augmented strength, energetic autonomy and safety of robotic systems. Weexpect these efforts to continue to build our intellectual property portfolio and our design and engineering expertise as we work toachieve the product capabilities needed for effective commercialization.

Establish a RaaS Subscription Model to Accelerate Adoption of our Robotic Systems

We expect to offer our Guardian XO and Guardian XT primarily through a RaaS subscription model where customers pay a monthlysubscription fee for the use of our robotic systems, as well as maintenance, servicing and software upgrades. We believe the RaaSsubscription model will be attractive to our customers and accelerate market adoption of our robotic systems because it will lower theupfront costs of deployment for customers, shift customer capital expenditures to operating expenditures, allow customers to morenimbly scale deployments up or down in response to market conditions and make our products more accessible to customers of allsizes. Our RaaS subscription model will also allow us to generate recurring revenue which would improve our visibility into futureresults.

Capital Efficient Manufacturing

We intend to explore different options for manufacturing our products and select the most capital efficient manufacturing process, witha focus also on speed to market, quality and scalability. One available option is outsourced manufacturing by established third-partycontract manufacturers. This approach would reduce our up-front capital investment and eliminate the recurring fixed costs andoverhead that would be required for us to own and operate a manufacturing facility. Outsourced manufacturing would also allow us tofocus on our core competencies while significantly reducing overall risk and give us the flexibility to quickly scale volumes up or downto match demand levels since we can leverage an established manufacturing operation and supply chain.

Another available option is in-house manufacturing of our products. Although this approach would require a more significant capitalinvestment at the start, it would provide us with increased flexibility, such as the ability to react to changing conditions without regardto minimum order quantity requirements frequently imposed by contract manufacturers. In-house manufacturing may also allow formore flexibility in customizing our products when requested by customers and provide more direct control over quality, product costsand product supply and timing.

We may also elect to pursue a blend of contract and in-house manufacturing. We estimate that our new facility has the capacity toproduce between 300 to 500 units per year.

Although we currently expect to favor an outsourced manufacturing model, we have not yet entered into an agreement with athird-party contract manufacturer and may ultimately determine that in-house manufacturing is the better alternative for our products.

Expand Target Markets

We are currently engaging with development partners in various industries in the United States, including aerospace, automotive,aviation, construction, defense, utilities, distribution and warehousing, industrial manufacturing, maritime, military and oil and gas. Webelieve working with these partners will allow us to accelerate our brand awareness within these and adjacent industries and providecomplementary capabilities and differentiation that will attract new customers while helping us expand our customer base.Additionally, while our focus has been primarily on the U.S. domestic market, we aim to expand our presence in select non-U.S.markets, most likely focusing on areas such as South Korea, Japan and Western Europe, in the future through relationships with anetwork of distributors. We believe this diversified industry and geographic approach will allow us to identify new applications for ourrobotic platforms and provide us with customer feedback to assist our product development efforts while ensuring that we areaddressing a broad range of markets.

Pursue Selective Strategic Acquisitions and Partnerships

We plan to pursue strategic acquisitions from time to time that we believe will be complementary to our existing business or otherwiseincrease the value proposition we deliver to our customers. For example, we may pursue acquisitions that we believe will help us addnew or enhanced capabilities or technology, expand our product offering, accelerate customer growth, enter new markets or add talentand expertise to our organization.

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We may also enter into strategic partnerships from time to time, including to combine our product offerings with those of our partners.For example, we may partner with companies whose products may serve as a mobile base for the Guardian XT and offer the combinedunit as a standalone product. Among other benefits, these partnerships could reduce barriers to customer adoption and use of ourproducts, allow us to leverage the partner’s existing sales and distribution channels or provide lead generation and conversion ofadditional potential customers for our other product offerings.

Competitive Strengths

Differentiated and Proprietary Technology

We believe our technology distinguishes us from others in the industrial robotics space because our technology seeks to augment, ratherthan replace, humans by combining human intelligence, instinct and judgment with the strength, endurance and precision of machines.We are a pioneer in the robotic systems industry and benefit from lessons learned over more than 30 years and $300 million in researchand development investment in our proprietary technologies, as well as our extensive patent portfolio. We believe that our innovations,including advances in energetic autonomy, kinematic equivalency and human like dexterity, together with advances in electronics,materials, motors and other components of our products, will enable us to produce machines that do not suffer from historicallimitations and are intuitive to use and relatively quick and easy for setup and changeover. Worldwide, as of March 2022, we hadapproximately 172 patents and approximately 108 filed patent applications.

Early Mover Across Wide Range of Industries

We believe we are creating an entirely new category of industrial highly-dexterous mobile robotic systems that augment, rather thanreplace, humans. While developing our products in recent years we have engaged in frequent dialogue with leaders in the industries weexpect to target, including through our Technical Advisory Group, which includes executive-level participants from various Fortune500 companies. We believe our efforts and position as a pioneer in industrial highly-dexterous mobile robotic systems and ourhead-start in developing relationships with potential customers situate us well to further develop and expand our product portfolio toaddress a significant market opportunity and additional use cases.

Visionary and Experienced Management

We have a proven and experienced team with deep operational expertise in bringing emerging technologies to market. Our team is ledby Ben Wolff, our Executive Chairman, and Kiva Allgood, our Chief Executive Officer. Mr. Wolff has led two publicly-tradedcompanies and was co-founder and chief executive officer of Clearwire, a leading mobile communications company. Ms. Allgood hasmany years of executive-level, operational experience within global telecommunications and technology companies, including Ericssonand Qualcomm. Our engineering and design efforts are led by a highly experienced robotics team with hundreds of years of cumulativerobotics experience, with many members of our engineering team working together for over 20 years. Members of our board ofdirectors have extensive experience across a wide array of disciplines, including experience in many of the industries that we intend toserve and in the production and delivery of complex hardware and software solutions.

Strategic Collaborators

We collaborate with various companies, such as companies represented on our Technical Advisory Group, which is comprised ofexecutives from more than a dozen Fortune 500 companies, including Delta Air Lines, GE, Microsoft, Schlumberger and The BoeingCompany. Some of the companies represented are also investors in Sarcos. Our strategic engagement with high profile industry leadersprovides valuable feedback that we believe will enhance our early mover advantage and product development efforts. We also expectthat these relationships will provide enhanced credibility and customer conversion.

Competition

We believe we are developing a new category of industrial robotic systems that augment, rather than replace, humans. In many cases,our primary competition will be traditional modes of human labor, sometimes assisted with material handling products such asoverhead cranes, forklifts, and pallet jacks. To overcome potential resistance to innovation and the adoption of new products and waysof working, we must demonstrate to customers the value proposition of our products, including increased productivity, reduced costlyoccupational injuries and a broadened pool of available employees by equalizing workers’ physical capabilities including older and lessphysically strong workers.

Additionally, our product offerings compete in a broad competitive landscape that includes robotics and automation companies thathave both directly competing as well as alternative solutions ranging from exoskeletons, collaborative robots, industrial

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robots, traditional lift-assist equipment and unmanned robotic vehicles. We also view our competitive landscape to include companieswho have different but unique product lines in the automation space, such as ABB Robotics, Siasun Robot & Automation, Teradyneand Berkshire Grey. Also included in our broader competitive landscape are robotic solution suppliers, like Rockwell Automation,Honeywell, Keyence Corporation, COGNEX Corporation and Hexagon AB, which may not have a directly competing product today,but which could become competitors through diversification; these companies have existing customer relationships and channels, aswell as significant financial and other resources, that could enable them to emerge as formidable competitors in the future.

The following is a breakdown of the competitive landscape by product area:

•The Guardian XO competes with robotics and automation solutions that help workers with heavy materials handling, heavylift-and-transport-assist and overhead assembly type jobs. Principal competitors include Hyundai and Daewoo, who havepreviously shown powered exoskeleton prototype units, and companies like Cyberdyne, Samsung, Panasonic, Ekso Bionics,Ottobock, Lockheed Martin, SuitX and Levitate who currently sell powered, partial-body exoskeletons or passively-powered,partial-body variants.

•The Guardian XT faces a varied competitive landscape that includes collaborative robotics companies, as well as automationcompanies like Teradyne, ABB Robotics, Siasun Robot & Automation, Berkshire Grey, Ready Robotics and OMRON.

•The Guardian S mobile IoT platform competes with other ground-based unmanned vehicles offered by companies such as EddyfiTechnologies and Waygate Technologies; it also competes with aerial unmanned vehicle companies, like Flyability. Other notableadjacent market and other competitors include Gecko Robotics, Teledyne FLIR, ICM, RedZone Robotics, Clearpath Robotics andEasysight Technology.

These companies have products that are commercially available and/or in development. We expect some products currently indevelopment to become commercially available in the next few years. In addition, we compete with companies that develop artificialintelligence and industrial automation solutions, such as those offered by Hyundai-Boston Dynamics, Canvas Technology, DroneSense,Intuitive, iRobot, Hahn Robotics, Kuka, Neurala, Ready Robotics, Rethink Robotics and Yaskawa.

Our competitor base may change or expand as we continue to develop and commercialize our robotic systems in the future. These orother competitors may develop new technologies or products that provide superior results to customers or are less expensive than ourproducts. Our technologies and products could be rendered obsolete by such developments. See Part I Item 1A Risk Factors - “Weoperate in a competitive industry that is subject to rapid technological change, and we expect competition to increase.”

We expect that we will compete on the following factors:

•technological innovation;

•product quality, reliability and safety;

•product features and performance;

•product pricing;

•manufacturing efficiency and resources;

•brand;

•customer experience, including support; and

•existing customer relationships.

We believe we do and will compete favorably on the basis of these factors; however, our potential competitors may have greaterfinancial, technical, manufacturing and other resources than we have. Our competitors may be able to deploy greater resources to thedesign, development, manufacturing, distribution, promotion, sales, marketing and support of their industrial robotics programs.Additionally, our competitors may have greater name recognition, longer operating histories, larger sales forces, broader customer andindustry relationships and other tangible and intangible resources, than we have. Furthermore, our competitors may decide to operatesolely with a traditional sales model for robotic systems that may be viewed more favorably

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by potential customers. These competitors also compete with us in recruiting and retaining qualified research and development, sales,marketing and management personnel, as well as in acquiring technologies complementary to, or necessary for, our products.Additional mergers and acquisitions in the industrial robotics market may result in even more resources being concentrated in ourcompetitors.

Customers and Partners

Our customers and development partners include some of the largest enterprises in our target markets (aerospace, automotive, aviation,construction, defense, distribution and warehousing, industrial manufacturing, maritime, military, and oil and gas), including Delta AirLines, General Electric, Schlumberger, The Boeing Company and other Fortune 500 companies, as well as the U.S. Department ofDefense. We also have significant engagement with small and medium-sized potential customers across the aerospace, automotive,construction, defense, manufacturing, oil and gas, power and utilities and warehouse and logistics markets.

With our core products, the Guardian XO and Guardian XT, still under development, we have no binding customer commitments forthe commercial production version of these products. We have numerous ongoing discussions with prospective customers who havecollectively expressed interest in thousands of units. However, these discussions may not result in binding orders or sales. Similarly,while we have current development contracts with the Department of Defense and other government entities covering both theGuardian XO and Guardian DX, these development contracts may not result in commercial orders or sales from these or othergovernment entities.

Research and Development

Our research and development team is comprised of technology experts from fields including mechanical and electrical engineering,systems engineering, software/firmware/controls engineering, artificial intelligence and machine learning, finite element analysis,human factors and design and applications engineering. Our primary areas of focus in research and development include, for theGuardian XO, kinematic equivalency to provide human-like dexterity and enable intuitive use and energetic autonomy; and, for theGuardian XT, teleoperation and force feedback.

Our research and development efforts also include our DFX (design for excellence) work, including comprehensive design formanufacturing, design for cost and procurement, design for testing and design for assembly. These efforts are aimed at ensuring themanufacturability, serviceability and robustness of our products.

Our research and development expenses were $17.5 million and $14.1 million during 2021 and 2020, respectively, and are likely togrow in the future. Our customer first, collaborative approach is a cornerstone of our research and development processes.

Sales and Marketing

We currently sell our Guardian S through a hybrid model of direct sales and distribution channels. We expect to offer the Guardian XOand Guardian XT through a similar model. Currently, we focus our resources on companies represented on our Technical AdvisoryGroup and other leading companies in key vertical markets. Due to their size and their potential opportunity and willingness to be earlyadopters, we believe these companies have the potential and ability to serve as referenceable customers and drive additional sales. Weintend to continue to invest in our sales and marketing efforts as we approach commercial launch of the Guardian XO and Guardian XT.

We intend to pursue strategic relationships with systems integrators, companies with complementary technologies, software applicationproviders, distributors and consulting firms to expand the channels in which our solutions are marketed. We believe working with thesepartners will accelerate our brand awareness within various industries and provide complementary capabilities and differentiation thatwill attract new customers while helping us expand our customer base.

We expect to operate a RaaS subscription model for the Guardian XO and the Guardian XT, which we believe will drive acceleratedadoption following commercial launch. We believe the RaaS subscription model will be attractive to our customers and acceleratemarket adoption of our robotic systems because it will lower the upfront costs of deployment, shift capital expenditures to operatingexpenditures, allow customers to more nimbly scale deployments up or down in response to market conditions and make our productsmore accessible to customers of all sizes.

Manufacturing and Suppliers

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We intend to explore different options for manufacturing our products and select the most capital efficient manufacturing process, witha focus also on speed to market and scalability. Although we currently expect to favor an outsourced manufacturing model, we have notyet entered into an agreement with a third-party contract manufacturer and may ultimately determine that in-house manufacturing is thebetter alternative for our products. See above discussion under “Growth Strategy - Capital Efficient Manufacturing.”

We maintain a diverse set of suppliers. However, as we scale production, we expect the identity and magnitude of our suppliers tochange materially.

Government Regulation

We are subject to various U.S. federal, state and local laws and regulations governing the occupational health and safety of ouremployees and wage regulations, including the requirements of the U.S. Occupational Safety and Health Act, as amended, or OSHA,and comparable state laws that protect and regulate employee health and safety.

We are also subject to U.S. laws and regulations that limit and restrict the export of some of our products and services and may restrictour transactions with certain customers, business partners and other persons. In certain circumstances, export control and economicsanctions regulations may prohibit the export of certain products, services and technologies, and in other circumstances we may berequired to obtain an export license before exporting the controlled item. We must also comply with export restrictions and lawsimposed by other countries affecting trade and investments. We maintain an export compliance program but there are risks that thecompliance controls might not be effective, exposing us to legal liabilities. Compliance with these laws has not significantly limited oursales but could significantly limit them in the future. Changes in, and responses to, U.S. trade policy could reduce the competitivenessof our products and cause our sales to drop or make it difficult or impossible to enter affected markets, which could have a materialadverse effect on our business, financial condition or results of operations.

Our robotic platforms must comply with the rules of the Federal Communications Commission (FCC) with respect to: any radiofrequency, or RF, spectrum utilized for such components as the remote control or teleoperation system; the power level and frequencyof any RF energy emitted (intentionally or otherwise); and any conditions imposed by the FCC on the device certification(s) issued tous or to third parties for any modular transmitters installed in our products. Such rules require, among other things, specific consumerdisclosures with respect to RF emissions and proper installation and operation of the device components and any modular transmittersin our products.

We are subject to requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 that will require us todiligence, disclose and report whether our products contain conflict minerals. The implementation of these requirements couldadversely affect the sourcing, availability and pricing of the materials used in the manufacture of components used in our products.

Intellectual Property

Our ability to create, obtain and maintain intellectual property is important to our business. We rely upon a combination of protectionsafforded to owners of patents, copyrights, trade secrets and trademarks, along with employee and third-party non-disclosure agreementsand other contractual restrictions to establish and protect our intellectual property rights.

We pursue patent protection at times when we believe we have developed a patentable invention and the benefits of obtaining a patentoutweigh the risks of making the invention public through patent filings. Our patents and patent applications are focused primarily onrobots and robotic systems, including wearable exoskeletons to enhance human operations, humanoid robots, teleoperated robots,mobile platform-based robotic arms, teleoperated robots, unmanned ground robots and end effectors. We also have patents and patentapplications covering technology in the fields of counter-attack unmanned aerial vehicles (drones) for enemy drone neutralization,various micro-camera and other medical devices, augmented reality, sensors, valves, motors, actuators and others.

As of March 2022, we had approximately 79 issued U.S. patents and approximately 93 issued international patents, as well asapproximately 108 patent applications filed in the United States or internationally.

Many of our issued patents have expired, with others set to expire on dates ranging from 2022 to 2039, exclusive of any patent termadjustment or patent term extension. We do not know whether all of our pending patent applications will result in issued patents, orwhether the examination process will require a narrowing of claimed subject matter. Furthermore, in light of the highly active fields oftechnology in which we are involved, particularly the field of robotics, our patents and pending patent applications may not provide uswith broad-level protection.

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In an effort to protect our brand, we also pursue the registration of our domain names and various trademarks and service marks in theUnited States and in select international locations.

Legal Proceedings

From time to time, we may be subject to legal proceedings. We are not currently a party to or aware of any proceedings that we believewill have, individually or in the aggregate, a material adverse effect on our business, financial condition or results of operations.Regardless of outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of managementresources and other factors.

Human Capital

Our employees are critical to our success. As of December 31, 2021, we had approximately 160 full-time and part-time employees withthe majority of our employees based in the Salt Lake City, Utah area. We also engage consultants and contractors to supplement ourpermanent workforce on an as-needed basis. A majority of our employees are involved in engineering, research and development andrelated functions. To date, we have not experienced any organized work stoppages and consider our relationship with our employees tobe good. None of our employees are subject to a collective bargaining agreement or represented by a labor union.

Facilities

We operate in a corporate and manufacturing facility in Salt Lake City, Utah consisting of approximately 60,000 square feet. The leaseexpires May of 2033 and has two options to extend the lease for a three-year period each. We believe that this facility, which includesoffice, development, testing and light manufacturing space, will adequately serve our current needs. Should we need additional space,we believe we will be able to obtain additional space on commercially reasonable terms.

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Item 1A. Risk Factors.

You should carefully consider the following risk factors, in addition to the other information contained in this Report, including“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our audited consolidated financialstatements and related notes. If any of the events described in the following risk factors and the risks described elsewhere in this reportoccurs, our business, operating results and financial condition could be materially harmed. This Report also contains forward-lookingstatements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-lookingstatements as a result of factors that are described below and elsewhere in this Report or other risks that we currently deem immaterialor that may be unknown to us.

Risks Related to Our Business and Industry

We are an early stage company with a history of losses, and expect to incur significant expenses for the foreseeable future.

We incurred a net loss of $81.5 million for the year ended December 31, 2021 and a net loss of $20.9 million for the year endedDecember 31, 2020. We believe that we will continue to incur operating and net losses through 2023. Even if we are able tosuccessfully develop our robotic systems and attract customers for commercial sales or RaaS subscriptions of our products, we may notbecome profitable. Our potential profitability is dependent upon the successful development and successful commercial introductionand adoption on a larger scale of our robotic systems, which may not occur.

We expect that the rate at which we will incur losses will be significantly higher in future periods as we:

•continue to design, develop, manufacture and commercialize our robotic systems;

•continue to utilize and develop potential new relationships with third-party partners for supply, design to manufacturing andmanufacturing;

•expand our production capabilities, including costs associated with the potential outsourcing of the manufacturing of our roboticsystems;

•continue to build out our new leased facility in Salt Lake City, Utah;

•build up inventories of parts and components for our robotic systems;

•develop our maintenance and servicing capacity, capabilities and replacement parts inventory;

•manufacture an inventory of our robotic systems;

•increase our sales and marketing activities and develop our sales and distribution infrastructure;

•develop our remote monitoring, updating and other cloud-based services;

•develop safety measures for our products and as our customers evaluate and test the efficacy of those safety measures;

•develop and expand our technology infrastructure and cybersecurity measures, policies and controls; and

•increase our general and administrative functions and systems to support our growing operations and to operate as a publiccompany.

Because we will incur costs and expenses from these efforts before we receive incremental revenues with respect thereto, we expectthat our losses in future periods will be significant. In addition, we may find that these efforts are more expensive than we currentlyanticipate or that these efforts may not result in any additional revenues, which would further increase our losses.

If we fail to effectively manage our growth, we may not be able to design, develop, manufacture, market and launch our roboticsystems successfully.

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We intend to invest significantly in order to expand our business. Any failure to manage our growth effectively could materially andadversely affect our business, prospects, financial condition and operating results. We intend to expand our operations significantly. Weexpect our expansion to include:

•expanding the management, engineering and product teams;

•identifying and recruiting individuals with the appropriate relevant experience;

•hiring and training new personnel;

•launching commercialization of our products;

•forecasting production and revenue and implementing ERP systems;

•entering into relationships with one or more third-party design for manufacturing partners and third-party manufacturers and/orexpanding our internal manufacturing capabilities;

•controlling expenses and investments in anticipation of expanded operations;

•carrying out acquisitions and entering into collaborations, in-licensing arrangements, joint ventures, strategic alliances orpartnerships;

•expanding and enhancing internal information technology, safety and security systems;

•establishing or expanding sales, customer service and maintenance and servicing facilities and organizations;

•conducting demonstrations of robotic systems;

•entering into agreements with suppliers and service providers; and

•implementing and enhancing administrative infrastructure, systems and processes.

We intend to continue to hire a significant number of additional personnel, including engineers, design and production personnel andservice technicians for our robotic systems. Because of the innovative nature of our technology, individuals with the necessaryexperience have not been, and likely will continue not to be, readily available to hire, and as a result, we will need to expend significanttime and expense to recruit and retain experienced employees and appropriately train any newly hired employees. Competition forindividuals with experience designing, producing and servicing dexterous robots and their software is intense, and we may not be ableto attract, integrate, train, motivate or retain additional highly qualified personnel. Further, we have recently hired a significant numberof new employees, including Kiva Allgood, our new CEO, in December 2021 and other senior employees. Integrating a large numberof new employees in a short time can cause disruptions to processes, projects, culture, priorities and a company as a whole. Newemployees may not perform as expected or may not fit culturally, and long-term employees may not embrace new leaders, priorities,methods, processes or other changes and may decide to leave or may not perform as well as in the past. Any failure to attract, integrate,train, motivate and retain employees or difficulty adjusting to a larger organization with a new CEO and a large number of newemployees could significantly delay our product development and commercial release and materially harm our business, prospects,financial condition and operating results.

Our operating and financial projections rely on management assumptions and analyses. If these assumptions or analyses prove tobe incorrect, our actual operating results may be materially different from our forecasted results.

We are a development stage company, with very limited experience commercializing our products. Our projected financial andoperating information delivered to shareholders and others from time to time reflect estimates of future performance and are based onmultiple financial, technical and operational assumptions, including timely hiring of additional skilled personnel, timing of commerciallaunch of our robotic systems, the level of demand for our robotic systems, the performance of our robotic systems, the utilization ofthe robot fleet, commercial interest in the RaaS subscription model and product pricing, the useable life of the robotic systems, cost ofmanufacturing, cost of components and availability of adequate supply, number of units that will need to be manufactured in eachbatch, the nature and length of the sales cycle, maintenance and servicing costs and the costs of refurbishing the robotic systems.However, given our limited commercial experience, it is likely that many of these

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assumptions will prove incorrect. Projections and other statements about future expectations are forward-looking statements that areinherently subject to significant risks, uncertainties and contingencies, many of which are beyond our control (in addition to theinformation contained in these Risk Factors, see “Special Note Regarding Forward-Looking Statements” and “Management’sDiscussion and Analysis of Financial Condition and Results of Operations”). Some of these risks, uncertainties and contingencies thatcould determine whether actual operating and financial results and business developments will be consistent with our expectations andassumptions include:

•whether we can adequately address customer safety requirements;

•whether we can obtain sufficient capital to sustain and grow our business;

•our ability to manage our growth;

•the contractual terms of agreements with customers, suppliers and manufacturing partners, and whether we can effectivelymanage and maintain relationships with these third-parties;

•the availability and costs of components and materials;

•the timing and costs of the required marketing and promotional efforts;

•the timing and cost of each sale or RaaS subscription;

•whether customers and their employees will adopt the robotic systems offered by us;

•the timing required and success of customer testing of our technology;

•competition, including from established and future competitors;

•our ability to retain existing key management, to attract additional leaders, to integrate recent hires and to attract, retain andmotivate qualified personnel, including engineers, design and production personnel and service technicians;

•the overall strength and stability of domestic and international economies;

•demand for currently available and future robots;

•regulatory, legislative and political changes; and

•customer requirements and preferences.

Unfavorable changes in any of these or other factors could cause us to fail to meet our operating and financial projections and couldmaterially and adversely affect our business, prospects, financial condition and operating results.

Initial production of commercial units of our core products, the Guardian XO and Guardian XT, may be delayed beyond the end of2022 and therefore initial delivery to customers could be beyond early 2023.

While we expect to commence initial production of commercial units of our core products, the Guardian XO and the Guardian XT, bythe end of 2022 for delivery to customers in early 2023, there are significant risks and challenges that could delay our continueddevelopment efforts and initial production of commercial units and therefore initial delivery to customers could be beyond early 2023,including:

•The COVID-19 pandemic and general labor shortages of qualified applicants has affected and is likely to continue to affect ourability to recruit skilled employees to join our team, negatively affecting the development and commercial launch timelines for ourproducts.

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•We and our suppliers are currently experiencing increases in the cost of and an interruption in the supply or shortage of materials.Due to the complexity of our products, each unit is expected to contain several thousand components. Difficulty securing anycomponents and materials could result in delays in the development of our core products or

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our ability to manufacture commercial quantities of our products, which delays could be compounded if components or unitsrequire redesign or reengineering.

•Delays in the development of the Guardian XO and Guardian XT due to these challenges also affect discussions with third-partycontract manufacturers, as such discussions are more complicated if the units and/or components are undergoing design changesand improvements. If we are unable to enter into definitive agreements or are only able to do so on terms that are lesscommercially favorable to us, our expected contract manufacturing costs could increase and/or we may need to develop our ownmanufacturing and production capabilities. The decision to manufacture units in-house would significantly increase our capital andoperating expenditures and could significantly delay production of our robotic systems.

Our current estimates for completion of our pre-commercialization development efforts and the commencement of initial production ofcommercial units and initial delivery to customers of the Guardian XO and Guardian XT are dependent on our ability to continue tohire and retain qualified employees and the availability of components on a timely basis. In addition, we have seen a significantincrease in personnel and materials costs due to shortages of qualified personnel in the labor market and general inflationary pressures.Geopolitical events, such as the continuing effects of the COVID-19 pandemic and the current conflict between Russia and Ukraine,and responses thereto are also contributing to supply shortages and price increases. Over the past year we have experienced, and wecontinue to experience, challenges in both of these areas, which have negatively impacted our product development schedules andprogress. We expect these challenges to continue and, if they do and if we are unable to effectively mitigate their impact, it is likely thatwe will be unable to meet our currently expected timelines.

Also, if ongoing product testing demonstrates that the units have not been designed or assembled to deliver the performance, reliabilityand/or safety that we expect, initial production of commercial units and therefore initial delivery to customers may be delayed as wework to address the deficiencies. Delays in the commercial launch of these products will result in a commensurate delay in revenuesand profitability. For example, a delay in the commercial launch of the Guardian XO and Guardian XT to the end of 2023 would deferthe revenue projected for 2023 to 2024. Any such delay in achieving projected revenues would materially and adversely affect ourresults of operations and financial condition, and any such delay in developing and commencing initial production of commercial unitsof products with the performance, reliability and/or safety we and our potential customers are expecting could materially harm ourreputation and lead potential customers to seek alternative solutions.

We have very limited experience commercializing our products and may not be able to do so efficiently or effectively.

Although we have sold products to individual customers in the past, we have very limited experience commercializing robotic systemsat a large scale, and may not be able to do so efficiently or effectively. Moreover, commercialization may be delayed due to thechallenges discussed under “— Initial production of commercial units of our core products, the Guardian XO and Guardian XT, may bedelayed beyond the end of 2022 and therefore initial delivery to customers could be beyond early 2023.” A key element of ourlong-term business strategy is the continued growth in sales, marketing, training, customer service and maintenance and servicingoperations, including hiring personnel with the necessary experience. Managing and maintaining these operations is expensive and timeconsuming, and an inability to leverage such an organization effectively or at all could inhibit potential sales or subscriptions and thepenetration and adoption of our products into new markets. In addition, certain decisions we make regarding staffing in these areas inour efforts to maintain an adequate spending level while responsibly managing our financial resources could have unintended negativeeffects on our revenues, such as by weakening the sales, marketing and maintenance and servicing infrastructures or lowering thequality of customer service.

Our business plans require a significant amount of capital. Our future capital needs may require us to sell additional equity or debtsecurities that may dilute our stockholders or introduce covenants that may restrict our operations or our ability to pay dividends.

We will require significant capital to operate our business and fund our capital expenditures for the next several years. While we expectthat we have sufficient capital to fund our currently planned operations for at least the next 12 months, it is possible that we will need toraise significant amounts of additional capital to fund our business thereafter, including to finance ongoing research and developmentcosts, manufacturing, any significant unplanned or accelerated expenses and new strategic alliances or acquisitions. The fact that wehave limited experience commercializing our robotic systems on a large scale, coupled with the fact that our products represent a newproduct category in the commercial and industrial robotic market, means we have limited to no historical data on the demand for ourrobotic systems. In addition, we expect our capital expenditures to continue to be significant in the foreseeable future as we completethe designing and testing of and launch our products, and that our level of capital expenditures will be significantly affected bycustomer demand for our robotic systems. As a result, our future

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capital requirements may be uncertain and actual capital requirements may be different from those we currently anticipate. We mayneed to seek equity or debt financing to finance a portion of our capital expenditures. Such financing might not be available to us in atimely manner or on terms that are acceptable, or at all.

Our ability to obtain the necessary financing to carry out our business plan is subject to a number of factors, including general marketconditions and investor acceptance of our business model. These factors may make the timing, amount, terms and conditions of suchfinancing unattractive or unavailable to us. If we are unable to raise sufficient funds, we will have to significantly reduce our spending,delay or cancel our planned activities or substantially change our corporate structure. We might not be able to obtain any funding, andmight not have sufficient resources to conduct our business as projected, both of which could mean that we would be forced to curtailor discontinue our operations.

In addition, our future capital needs and other business reasons could require us to sell additional equity or debt securities or obtain acredit facility. The sale of additional equity or equity-linked securities could dilute our stockholders. The incurrence of indebtednesswould result in increased debt service obligations and could result in operating and financing covenants that would restrict ouroperations.

If we cannot raise additional funds when we need or want them, our operations and prospects could be materially and adverselyaffected.

Our core products represent a new product category, and important assumptions about the market demand, pricing, adoption ratesand sales cycle for our current and future products may be inaccurate.

Our industrial highly-dexterous mobile robotic systems, including our core products the Guardian XO and Guardian XT, are a newproduct category in markets that are currently dominated by conventional, manual systems and artificial intelligence and automation.The market demand for and adoption of our products is unproven, and important assumptions about the characteristics of targetedmarkets, pricing and sales cycles may be inaccurate. Although we have engaged in ongoing dialogue with potential customers, we haveno outstanding binding commitments with commercial customers to purchase our products or to enter into RaaS subscriptions. Existingor new regulatory or safety standards, or resistance by customer employees and labor unions, all of which are outside of our control,could cause delays or otherwise impair adoption of our products, which could materially and adversely affect our growth, operatingresults, financial condition and prospects. Given the evolving nature of the markets in which we operate, it is difficult to predictcustomer demand or adoption rates for our products or the future growth of the markets we expect to target. If one or more of thetargeted markets experience a shift in customer demand, whether due to new solutions that better address customer needs or otherwise,our products may not compete as effectively, if at all, and they may not be fully developed into commercial products. If demand doesnot develop as expected or if we cannot accurately forecast pricing, adoption rates and sales cycle for our products, our business, resultsof operations and financial condition will be adversely affected, perhaps materially.

With our core products still under development, we have limited current customers and no pending orders for the upcomingcommercial version of our core products, and expected customer trials and discussions may not result in binding orders orsubscriptions.

We expect to commence initial production of commercial units of our core products, the Guardian XO and Guardian XT, at the end of2022 for delivery to customers in early 2023. With these core products still under development, we have limited current customers andno binding customer commitments for the commercial version of our core products. At present, we have contracts for delivery ofpre-production units with U.S. government customers and we also have had and currently have revenue generating contracts with bothcommercial and U.S. government customers for the development and testing of our Guardian XO and Guardian XT products. Althoughwe have engaged in dialogue with potential customers about their interest in our core products, expected customer trials and discussionsmay not result in binding orders or sales. We have limited knowledge of the customer testing that will be required in order forcustomers to adopt our robotic systems. As such, customer testing may be longer than anticipated by us, and we may not be able toprovide such testing to the satisfaction of prospective customers, which could result in longer sales cycles and fewer orders thananticipated. In addition, in order to build and maintain our business, we must maintain confidence among customers, suppliers,analysts, ratings agencies and other parties in our robotic systems, long-term financial viability and business prospects. Maintainingsuch confidence may be particularly complicated by certain factors including those that are largely outside of our control, such as ourlimited commercial experience, customer unfamiliarity with our products, any delays in scaling production, ability of delivery andservice operations to meet demand, competition and uncertainty regarding the future of robotics. If we do not receive a sufficientnumber of binding orders for our products or RaaS subscriptions, our business, prospects, financial condition and operating resultswould be materially and adversely affected.

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The benefits of our products to customers and projected return on investment have not been substantiated through long-term trialsor use.

Our core products are still under development and their benefits to customers and projected return on investment have not beensubstantiated through long-term trials or use. We currently have a limited frame of reference by which to evaluate the performance ofour robotic systems upon which our business prospects depend, and our products may not provide the expected benefits to customers.Our robotic systems may not perform consistent with customers’ expectations or consistent with other robotics products which maybecome available. Any failure of our robotic systems and software to perform as expected could harm our reputation and result inadverse publicity, lost revenue, delivery delays, product recalls, product liability claims and significant warranty and other expenses andcould have a material adverse impact on our business, prospects, financial condition and operating results. Additionally, problems anddefects experienced by competitors or others in the robotics market could, by association, have a negative impact on perception andcustomer demand for our robotic systems.

We may fail to attract or retain customers at sufficient rates or at all.

Our core products are still under development. We have very limited experience commercializing our products and may not be able todo so efficiently or effectively. Although we have engaged in ongoing dialogue with potential future customers, there are currently nobinding commitments with commercial customers to purchase or enter into RaaS agreements with respect to our Guardian XO andGuardian XT products. To grow our customer base, we must achieve binding commitments from expected customers and add newcustomers, which we may not be able to do in sufficient numbers or at all. Even if we are able to attract customers, these customersmay not maintain a high level of commitment to our products. In addition, we will incur marketing, sales or other expenses, includingreferral fees, to attract new customers, which will offset revenues from such customers. For these and other reasons, we could fail toachieve revenue growth, which would adversely affect our results of operations, prospects and financial condition.

If customers or their employees do not perceive our product offerings to be of value or to be easy and comfortable to use, we may notbe able to attract and retain customers and customers may fail to purchase additional units or renew their RaaS subscriptions. If ourefforts to satisfy and retain our existing customers are not successful, we may not be able to attract customers, and as a result, ourability to maintain and/or grow our business will be adversely affected. Customers may fail to purchase additional units or cancel oursubscription for many reasons, including difficulties by employees in using the products, a perception that customers do not use therobotic systems sufficiently, negative reception by employees or labor unions and customer service or maintenance and servicing issuesthat are not satisfactorily resolved. Customer retention will also be largely dependent on the quality and effectiveness of our customerservice and maintenance and servicing operations, which may be handled internally by our personnel and also by third-party serviceproviders. Outsourcing of certain customer service and claims administration or maintenance and servicing functions may reduce ourability to ensure consistency in our overall customer service processes. If we are unable to successfully retain existing customers andattract new customers, our business, prospects, financial condition and operating results will be materially and adversely affected.

Even if we successfully market our products, the purchase or subscription, adoption and use of the products may be materially andnegatively impacted if the employees of our customers resist the use and adoption of the products.

We are designing our robotic systems with the goal of augmenting the workforce to increase productivity and reduce workplaceinjuries. Even if we successfully market our products to customers, the purchase or subscription, adoption and the use of the productsmay be materially and negatively impacted if the employees of our customers resist the use and adoption of the products. Customeremployees may resist the adoption of our products for several reasons, including lack of instruction on how to safely and effectively usethe units, a perception that the benefit of the use of the products does not outweigh the perceived difficulties or discomfort associatedwith use, resistance by labor unions and workplace injuries resulting from use of the products, among others. We will spend significanttime and resources on beta units of our Guardian XO and Guardian XT for customer testing. If the employees of our customers resistadoption of our robotic systems, our business, prospects, financial condition and operating results will be materially and adverselyaffected.

Our RaaS subscription model has yet to be tested and may fail to gain commercial acceptance.

Our ability to derive revenue from our products depends on our ability to successfully market our products and develop a network ofongoing customers for our new RaaS revenue model. Investors should be aware of the difficulties normally encountered by a newbusiness model, many of which are beyond our control, including substantial risks and expenses while establishing or entering newmarkets, setting up operations and undertaking marketing activities. Customers may not perceive benefits to the RaaS subscriptionmodel.

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Because we will continue to own units while they are used by our RaaS customers, we will be subject to risks associated with ongoingownership of the units, including the risks of deterioration, damage or theft and higher maintenance and servicing costs. All of thesecould result in higher costs to us, and could lead to customer dissatisfaction. The likelihood of our success must be considered in lightof these risks, expenses, complications and delays and the competitive environment in which we operate. There is, therefore, nothing atthis time upon which to base an assumption that our RaaS business model will prove successful.

If we are successful in commercializing our products, our revenue will be concentrated in a limited number of models for theforeseeable future.

If we are successful in commercializing our products, our revenue will be concentrated in a limited number of models for theforeseeable future. We launched the Guardian S mobile IoT platform in 2018 and expect to commence initial production of commercialunits of the Guardian XO exoskeleton and Guardian XT robotic system at the end of 2022 for delivery to customers in early 2023. Suchtimeline may be delayed, including due to challenges in recruiting skilled employees, difficulties in securing components and materials,development delays, difficulties relating to manufacturing of the units and other factors. See “—Initial production of commercial unitsof our core products, the Guardian XO and Guardian XT, may be delayed beyond the end of 2022 and therefore initial delivery tocustomers could be beyond early 2023.” Such challenges may result in delay of the anticipated commercial launch of one or more ofthe products, which would adversely affect our financial and operating results. To the extent our products do not meet customerexpectations, or cannot be completed or manufactured on their projected timelines and in line with cost and volume targets, our futuresales and operating results may be adversely affected. Given that for the foreseeable future our business will depend on a limitednumber of models, to the extent a particular model is not well-received by the market, our sales volume and revenues would likely bematerially and adversely affected, which would have a material adverse effect on our business, prospects, financial condition andoperating results.

We may not be able to complete or enhance our product offerings through our research and development efforts.

In order to commercially launch the production version of our products, we will need to complete our development efforts. We will alsolikely need to continue to advance and evolve our products in response to the evolving demands of our customers in the variousindustries we expect to serve. We expect to commence initial production of commercial units of our two core products by the end of2022 for delivery to customers in early 2023: the Guardian XO, a full body powered exoskeleton, and the Guardian XT, ahighly-dexterous teleoperated robotic system. Each of these products will require significant additional development efforts andexpenses, and we may not be successful in commercializing or marketing such products at all or within the currently expected timeline.

In addition, notwithstanding our market research efforts, our future products may not be accepted by customers or their employees. Thesuccess of any proposed product offerings will depend on numerous factors, including our ability to:

•attract, recruit and retain qualified personnel, including engineers, design and production personnel and service technicians;

•identify the preferred product features in multiple industries, such as aerospace, automotive, logistics, defense, oil and gas, powerand utilities, construction and manufacturing, and successfully incorporate those features into our products;

•develop and introduce proposed products in sufficient quantities and in a timely manner;

•adequately protect our intellectual property and avoid infringing upon the intellectual property rights of third parties; and

•demonstrate the productivity, efficacy and safety benefits of our products.

We have managed and expect to continue to manage our product development efforts through the development of alpha units, beta unitsand commercial units. If we fail to adequately communicate to customers the improvements that are expected from one developmentstage to the next, or if customer feedback from one development stage is not adequately reflected in the next, customers may not bepersuaded of the value of our products. If we fail to generate demand by developing products that incorporate features desired bycustomers or their employees, we may fail to generate revenues sufficient to achieve or maintain profitability. We have in the pastexperienced, and may in the future experience, delays in various phases of product development, including during research anddevelopment, manufacturing, limited release testing, marketing and customer education efforts. Further, delays in product developmentwould postpone demonstrations and customer testing, which are

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important opportunities for customer engagement, and cause us to miss expected timelines. Such delays could cause customers to delayor forgo purchases of or subscriptions to our products, or to purchase or subscribe for competitors’ products. Even if we are able tosuccessfully develop our products when anticipated, these products may not produce sales in excess of the costs of development, andthey may be quickly rendered obsolete by changing customer preferences or the introduction by competitors of products embodyingnew technologies or features. If we are unable to successfully manage our product development and communications with customers,customers may choose to not adopt, to cancel or to not renew RaaS subscriptions, which would adversely affect our business, prospects,financial condition and operating results.

The benefits to customers of our products could be supplanted by artificial intelligence or industrial automation.

The benefits to customers of our products could be supplanted by artificial intelligence or industrial automation. Although we believethat by seeking to augment, rather than replace, humans for jobs that cannot be automated, our products will be superior to artificialintelligence and industrial automation products currently available, we cannot be sure that alternative technologies in the artificialintelligence or industrial automation industries will not match or exceed the benefits introduced by our products or be more costeffective than our products. The development of any alternative technology that can compete with or supplant our products maymaterially and adversely affect our business, prospects, financial condition and operating results, including in ways we do not currentlyanticipate. Any failure by us to develop new or enhanced technologies or processes, or to react to changes in existing technologies,could materially delay our development and introduction of new and enhanced products, which could result in the loss ofcompetitiveness of our robotic systems, decreased revenue and a loss of market share to competitors. Our research and developmentefforts may not be sufficient to adapt to changes in artificial intelligence or industrial automation technology. While we plan to upgradeand adapt our robotic systems as we develop new technology, our robotic systems may not compete effectively with alternativeproducts if we are not able to source and integrate the latest technology into our units.

Design flaws, defects, glitches or malfunctions in our products or the software that operates them, failure of our products toperform as expected, connectivity issues or user errors can result in product recalls, lower than expected return on investment forcustomers, harm to users and significant safety concerns, each of which could materially and adversely affect our results ofoperations, financial condition or reputation.

The design, manufacture and marketing of our products involve certain inherent risks. Manufacturing or design defects, glitches,malfunctions, connectivity issues between the central processing unit and the robotic system, unanticipated use of our robotic systems,user errors or inadequate disclosure of risks relating to the use of the robotic systems, among others, can lead to injury, property damageor other adverse events. For example, the absence of redundant sub-systems in the Guardian XO could result in injury to person orproperty if a sub-system fails while the robot is in use. We conduct extensive testing of our units, in some instances in collaborationwith our customers, to ensure that any such issues can be identified and addressed in advance of commercial launch of the products.However, we may not be able to identify all such issues or that, if identified, efforts to address them may not be effective in all cases,and our product testing may not be adequate. Injuries to users have occurred during the testing of our products. In each case, weconducted thorough investigations to identify the cause or causes of each incident and, when appropriate, implemented changes totesting protocols or to the units to prevent such incidents from reoccurring. However, any implemented improvements may not fullyprevent similar or other incidents in the future. Users of the Guardian XO will be wearing the unit while it is in use, which couldworsen the consequences of an accident. Moreover, because of the size and weight of the units, and the nature and variability of theenvironments in which we expect our products to be used, such as manufacturing and assembly lines, construction, field service andwarehouses for the Guardian XO, and hazardous environments and at heights for the Guardian XT, adverse events relating to the use ofour products could include significant injuries or even death. To the extent that design defects, glitches, malfunctions or connectivityissues between the central processing unit and the robotic system are discovered during or after the production of beta units and/orcommercial products, we will experience delays in the initial production and/or continued production of our commercial products whilethe issues are resolved. If the issues cannot be adequately resolved, production of commercial units may not occur and/or resume.

Although we are designing the Guardian XO to include important safety features and accommodate customer-specialized protectivegear and fall-prevention devices, these solutions are not incorporated into the alpha versions of the products and we may not be able tosuccessfully incorporate sufficient redundancy or other safety features to avoid such injuries in the beta and/or commercial products.

In addition, we may not be aware of manufacturing defects that could occur until injury to person or property has occurred. Suchadverse events could lead to recalls or safety alerts relating to our products (either voluntary or required by governmental authorities),and could result, in certain cases, in the removal of our products from the market. A recall could result in significant costs. To the extentany manufacturing defect occurs, and such products are manufactured for us by third parties, our agreement with the third-partymanufacturer may contain a limitation on the third-party manufacturer’s liability, and therefore we could

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be required to incur the majority of related costs. Product defects or recalls could also result in negative publicity, damage to ourreputation or, in the event of regulatory developments, delays in new product approvals.

Our products incorporate sophisticated computer software and firmware. Complex software and firmware frequently contain errors,especially when first introduced. Our software and/or firmware may experience errors or performance problems in the future. If anypart of our products’ hardware or software were to fail, the user could experience serious injury or even death. Additionally, users maynot use our products in accordance with safety protocols and training, which could amplify the risk of death or injury. Customers andusers also may fail to install updates and fixes to the software for several reasons including poor connectivity, inattention or failure toregularly dock Guardian XO units in the XO Pod. Any such occurrence could cause delay in market acceptance of our products,damage to our reputation, product recalls, increased service and warranty costs, product liability claims and loss of revenue relating tosuch hardware or software defects.

We anticipate that as part of our ordinary course of business we may be subject to product liability claims alleging defects in the designor manufacture of our products. A product liability claim, regardless of its merit or eventual outcome, could result in significant legaldefense costs and high punitive damage payments. Although we maintain product liability insurance, the coverage is subject todeductibles and limitations, and may not be adequate to cover future claims. Additionally, we may be unable to maintain our existingproduct liability insurance in the future at satisfactory rates or adequate amounts.

Even if our products perform properly and are used as intended, if users sustain any injuries while operating our products, we couldbe exposed to liability and our results of operations, financial condition and our reputation may be adversely affected.

Our products contain complex technology and must be used as designed and intended in order to operate safely and effectively. Forexample, we are developing the Guardian XT unit as an augmented or mixed reality-enabled highly-dexterous teleoperated roboticsystem to perform intricate and even dangerous tasks. We expect that users will control the unit at a distance by utilizing augmentedreality teleoperation. While we expect to develop training, customer service and maintenance and servicing infrastructure to ensureusers are equipped to operate our products in a safe manner, we cannot be sure that the products will ultimately be used as designed andintended. In addition, we cannot be sure that we will be able to predict all the ways in which use or misuse of the products can lead toinjury or damage to property, and our training resources may not be successful at preventing all incidents. If users were to sustaininjuries or cause damage to property while operating our products, in a manner consistent with our training and instructions orotherwise, we could be exposed to liability and our results of operations, financial condition and our reputation may be adverselyaffected.

We have no experience maintaining or servicing our products at a large scale.

Under the RaaS subscription model, we will be responsible for maintenance and servicing of the units. However, we have noexperience providing maintenance and servicing at a large scale. We may elect to partner with one or more third parties to performsome or all of the servicing and maintenance on our products, but we may not be able to enter into an acceptable arrangement with anysuch third-party provider. Although such servicing partners may have experience in servicing complex machinery, they will initiallyhave limited experience in servicing our robotic systems. If we are unable or elect not to enter into a partnership with third parties toperform maintenance and servicing, we would be required to provide such services directly, which would significantly increase ourcapital expenditures and personnel costs. We would also be required to recruit and train employees to provide these services and wemay not be able to attract persons with the necessary knowledge or experience to provide these services. Delays in implementing amaintenance and servicing infrastructure may significantly delay new RaaS subscriptions due to smaller than expected maintenance andservicing capacity.

In addition, our service and maintenance arrangements may not adequately address the service and maintenance requirements of ourcustomers to their satisfaction, and we and our servicing partners may not have sufficient resources, experience or inventory to meetthese service requirements in a timely manner as the volume of robotic systems we deliver increases. Even if we and our servicingpartners have the sufficient resources and experience needed, we and our servicing partners still may not adequately service or maintainthe units. If we are unable to, directly or through third-party partners, roll out and establish a widespread service network, includingon-site services, customer satisfaction could be adversely affected, which in turn could materially and adversely affect our reputationand thus our sales, results of operations and prospects.

Our customers will also depend on our customer support team to resolve technical and operational issues relating to the integratedsoftware underlying our robotic systems. In addition, the RaaS subscription model will require us to cover costs relating to servicingand maintenance of the robotic systems. Customer behavior and usage may result in higher-than-expected maintenance and repair costs.Moreover, if RaaS customers do not pay the subscription fee while the units are out of service, there could be an adverse impact on ourfinancial condition and operating results.

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As we continue to grow, additional pressure may be placed on our customer support team or partners, and we may be unable to respondquickly enough to accommodate short-term increases in customer demand for technical support. We also may be unable to modify thefuture scope and delivery of our technical support to compete with changes in the technical support provided by our competitors.Increased customer demand for support, without corresponding revenue, could increase costs and negatively affect our operatingresults. If we are unable to successfully address the service requirements of our customers or we establish a market perception that wedo not maintain high-quality support, we may be subject to claims from our customers, including loss of revenue or damages, and ourbusiness, prospects, financial condition and operating results may be materially and adversely affected.

Our ability to develop and manufacture products of sufficient quality on schedule and on a large scale is unproven, and delays inthe design, production and launch of our products could harm our business, prospects, financial condition and operating results.

Our future business depends in large part on our ability to execute our plans to design, develop, manufacture, market, deploy andservice our products. We intend to outsource the manufacturing of our robotic systems to a third-party manufacturing partner, whichwould reduce our direct control over production and manufacturing. Such diminished control may have an adverse effect on the qualityor quantity of our units, or our flexibility to respond to changing conditions.

We also plan to retain third-party vendors and service providers to engineer, design and test some of the critical systems andcomponents of our units. While this allows us to draw from such third parties’ industry knowledge and expertise, such systems andcomponents may not be successfully developed to our specifications or delivered in a timely manner to meet our program timingrequirements.

Our continued development and manufacturing of our first commercially available robotic system, the Guardian S, and our futuremodels, including the Guardian XO and Guardian XT, are and will be subject to risks, including with respect to:

•costs to be incurred by us and/or any third-party manufacturing partner or partners in meeting our specifications and designtolerances;

•the ongoing effects of the COVID-19 pandemic or other pandemics, epidemics or outbreaks;

•hiring and retaining a sufficient number of qualified employees (we have historically been understaffed due to these challenges);

•long- and short-term durability of our robotic systems to withstand day-to-day wear and tear;

•delays in delivery of final systems and components by our suppliers;

•manufacturing of robotic systems units in excess of demand due to contractual requirements or unexpected changes in demand;

•shifts in demand for the Guardian XO and XT and future models;

•quality controls, particularly as we plan to expand our production capabilities;

•delays or disruptions in our supply chain, or the need to order supplies in excess of demand due to batch number requirements orprice thresholds;

•work stoppages, labor strikes and other labor disputes affecting us or our suppliers, third-party manufacturers and other partners;and

•other delays and cost overruns.

We are or may be subject to risks associated with strategic alliances or acquisitions and may not be able to identify adequatestrategic relationship opportunities, or form strategic relationships, in the future.

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We may seek to enter into strategic alliances, joint ventures, minority equity investments, acquisitions, collaborations and in-licensearrangements. There is no guarantee that any of these partnerships or acquisitions would lead to any binding agreements or lasting orsuccessful business relationships with third parties or that any of the other anticipated benefits will be achieved. If any of theserelationships are established, they may subject us to a number of risks, including risks associated with sharing proprietary information,non-performance by the third-party and increased expenses in establishing new relationships, any of which could materially andadversely affect our business. We may have limited ability to monitor or control the actions of these third parties and, to the extent anyof these strategic partners suffers negative publicity or harm to their reputation from events relating to their business, we may alsosuffer negative publicity or harm to our reputation by virtue of our association with any such third-party.

We expect that strategic business relationships will be an important factor in the growth and success of our business. However, we maynot be able to identify or secure suitable business relationship opportunities in the future or our competitors may capitalize on suchopportunities before we do. Moreover, identifying such opportunities could require substantial management time and resources, andnegotiating and financing relationships involves significant costs and uncertainties. If we are unable to successfully source and executeon strategic relationship opportunities in the future, our overall growth could be impaired, and our business, prospects, financialcondition and operating results could be materially adversely affected.

When appropriate opportunities arise, we have in the past, and may in the future acquire additional assets, products, technologies orbusinesses that are complementary to our existing business. From time to time, the sellers of these assets, products and technologies orbusinesses may retain certain rights to the technology that they sell to us, which in some circumstances could allow the sellers tocompete with us. In addition to possible stockholder approval, we may need approvals and licenses from relevant governmentauthorities for acquisitions and to comply with any applicable laws and regulations, which could result in delays and costs, and maydisrupt our business strategy if we fail to do so. Furthermore, acquisitions and the subsequent integration of new assets and businessesinto our own require significant attention from our management and could result in a diversion of resources from our existing business,which in turn could have an adverse effect on our operations and financial results. Acquired assets or businesses may not generate thefinancial results we expect. Acquisitions could result in the use of substantial amounts of cash, potentially dilutive issuances of equitysecurities, the occurrence of significant goodwill impairment charges, amortization expenses for other intangible assets and exposure topotential unknown liabilities of the acquired business. Moreover, the costs of identifying and consummating acquisitions may besignificant.

The success of our planned acquisition of RE2, Inc. is subject to numerous risks and uncertainties.

On March 28, 2022, we announced that we had entered into a definitive agreement to acquire RE2, Inc. We believe that RE2's businessis complementary to ours, and that both RE2 and Sarcos will benefit from the combination of the two companies. Upon consummationof the acquisition of RE2, we will become subject to risks associated with RE2's business, many of which are the same risks that wecurrently face. Other risks include: risks associated with RE2's products and technology, integration risks, such as risks associated withcombining two organizations and cultures in two different geographies, maintaining focus on business and product developmentobjectives, maintaining customer and supplier relationships, integrating systems and maintaining IT security, allocating resourcesappropriately across product lines and retaining employees; and risks associated with whether we can achieve the expected benefits ofthe acquisition. If we are unable to effectively manage these and any other risks resulting from the planned combination, the value ofour investment in RE2 may be adversely affected and the expected benefits of the planned acquisition may not be realized.

We are highly dependent on the services of our senior management and other key employees and, if we are unable to attract andretain a sufficient number of qualified employees, our ability to design, manufacture and launch our products, operate our businessand compete could be harmed.

Our success depends, in part, on our ability to retain our key personnel. Our Executive Chairman and Chief Legal Officer are married,and if one were to leave us, it is possible that the other would do so as well. The unexpected loss of or failure to retain one or more ofour senior managers or other key employees could delay product development and require outsourcing to third parties, each of which inturn could adversely affect our business. Our success also depends, in part, on our continuing ability to identify, hire, attract, train anddevelop other highly qualified personnel. Experienced and highly skilled employees are in high demand and competition for theseemployees can be intense, and our ability to hire, attract and retain them depends on our ability to provide competitive compensation.We may not be able to attract, assimilate, develop or retain qualified personnel in the future, and our failure to do so could adverselyaffect our business, including the execution of our strategy. Our headquarters are in Salt Lake City, Utah, which has fewer highlyskilled employees in the robotics field than other major metropolitan areas. To attract and retain key personnel, we may need to openoffices in other areas of the country, which could increase costs and reduce productivity. Any failure by our management team and ouremployees to perform as expected may have a material adverse effect on our business, prospects, financial condition and operatingresults.

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Our management as a group has limited experience in operating a public company.

Although some members of our management have public company experience, our management team may not successfully oreffectively manage its transition to operating as a public company subject to significant regulatory oversight and reporting obligationsunder U.S. securities laws. Our executive officers as a group have limited experience in the management of a publicly-traded company.Their limited experience in dealing with the increasingly complex laws pertaining to public companies could be a significantdisadvantage in that it is likely that an increasing amount of their time may be devoted to these activities which will result in less timebeing devoted to the management and growth of our company. We will need to recruit additional persons to join our management teamin order to handle the increased demands of running a public company, but our efforts may not be successful. We may not haveadequate personnel with the appropriate level of knowledge, experience and training in the accounting policies, practices or internalcontrol over financial reporting required of public companies. Any failure by our management team to effectively and efficiently meetour obligations as a publicly-traded company could have a material adverse effect on our business, prospects, financial condition andoperating results and/or result in legal liability or other negative consequences.

We will incur significant increased expenses and administrative burdens as a public company, which could have a material adverseeffect on our business, prospects, financial condition and operating results.

As a public company, we are incurring legal, accounting and other expenses that we previously did not have, and these expenses mayincrease even more after we are no longer an emerging growth company, as defined in Section 2(a) of the Securities Act. We are subjectto reporting and other requirements of the Exchange Act, the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform andConsumer Protection Act, as well as rules adopted by the SEC and Nasdaq. Our management and other personnel will be devoting asubstantial amount of time to these compliance initiatives. We have expanded our employee base and we will need to hire additionalemployees to support our operations as a public company, which will increase our operating costs in future periods. Moreover, weexpect these rules and regulations to substantially increase our legal and financial compliance costs and to make some activities moretime-consuming and costly. These increased costs will increase our net loss. For example, we expect it will be more difficult and moreexpensive for us to obtain director and officer liability insurance and we may be forced to incur substantially higher costs to obtainappropriate coverage. We cannot accurately predict or estimate the amount or timing of the additional costs we may incur. The impactof being a public company could also make it more difficult for us to attract and retain qualified persons to serve on our board ofdirectors, our board committees or as executive officers. Such increased expenses and administrative burdens involved in operating as apublic company could have a material adverse effect on our business, financial condition and operating results.

Ongoing impacts from COVID-19 or another pandemic, epidemic or outbreak of an infectious disease may materially and adverselyimpact our business, prospects, financial condition and operating results.

The ongoing COVID-19 pandemic has adversely impacted our business, and it, as well as other possible health pandemics, epidemicsor outbreaks, may materially and adversely impact our business, prospects, financial condition and operating results in the future. Ourengineering and product development operations, among others, cannot all be conducted in a remote working structure and oftenrequire on-site access to materials and equipment. We have customers with international operations in varying industries. We alsodepend on suppliers and manufacturers worldwide. We are currently experiencing disruptions in our supply chain, as discussed in“—We are dependent on our suppliers, some of which are currently single, sole or limited source suppliers, and the inability of thesesuppliers to deliver necessary components of our products at prices and volumes, performance and specifications acceptable to us,could have a material adverse effect on our business, prospects, financial condition and operating results. We have not yet identified allof the suppliers that we are likely to rely on to support any future commercialization of our core products.” Depending upon theduration of the ongoing COVID-19 pandemic and the associated business interruptions, our customers, suppliers, manufacturers andpartners may suspend or delay their engagement with us, which could result in a material adverse effect on our financial condition andability to meet current timelines. The COVID-19 pandemic has adversely affected and may continue to adversely affect our ability torecruit skilled employees to join our team and to meet our product development timelines. Our response to the ongoing COVID-19pandemic may prove to be inadequate and we may be unable to continue our operations in the manner we had prior to the outbreak, andmay endure interruptions, reputational harm and delays in our product development and shipments, any of which could have a materialadverse effect on our business, prospects, financial condition and operating results. In addition, when the COVID-19 pandemicsubsides, we cannot assure you as to the timing of any economic recovery, which could continue to have a material adverse effect onour target markets and our business.

We may become subject to new or changing governmental regulations relating to the design, manufacturing, marketing,distribution, servicing or use of our products, and a failure to comply with such regulations could lead to withdrawal or

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recall of our products from the market, delay our projected revenues, increase costs or make our business unviable if we are unableto modify our products to comply.

We may become subject to new or changing international, national, state and local regulations, including laws relating to the design,manufacturing, marketing, distribution, servicing or use of our products. Such laws and regulations may require us to pause sales andmodify our products, which could result in a material adverse effect on our revenues and financial condition. Such laws and regulationscan also give rise to liability, such as fines and penalties or for property damage, bodily injury and cleanup costs. Capital and operatingexpenses needed to comply with laws and regulations can be significant, and violations may result in substantial fines and penalties,third-party damages, suspension of production or a cessation of our operations. Any failure to comply with such laws or regulationscould lead to withdrawal or recall of our products from the market.

We may experience significant delays in the design, development, production and launch of our robotic systems, which could harmour business, prospects, financial condition and operating results.

Our core products are still in the development and testing phase. Initial production of commercial units of the Guardian XO andGuardian XT is not expected to begin until the end of 2022, and may occur later or not at all and therefore initial delivery to customerscould be beyond early 2023. Such timeline may be delayed, including due to challenges in recruiting skilled employees, difficulties insecuring components and materials, design and development delays, difficulties relating to manufacturing of the units and other factorsdiscussed under “—Initial production of commercial units of our core products, the Guardian XO and Guardian XT, may be delayedbeyond the end of 2022 and therefore initial delivery to customers could be beyond early 2023.” Any delay in the design, development,production and release of our products could materially damage our brand, business, prospects, financial condition and operatingresults. We may experience delays in the design, development, production and release of new products, including due to integration,safety and performance issues. To the extent we delay the commercial launch of our robotic systems, our growth prospects andoperating results will likely be adversely affected.

We have no experience to date in high volume manufacture of our products, nor do we have the facility, employees or equipmentneeded to manufacture our products in high volume.

We intend to enter into contracts with one or more third-party manufacturers to produce our robotic systems. Our future third-partymanufacturers may not be able to develop efficient, automated, low-cost production capabilities and processes and reliable sources ofcomponent supply to enable us to meet the quality, price, engineering, design and production standards, as well as the productionvolumes, required to successfully mass market our robotic systems. Even if we and our third-party manufacturers are successful indeveloping high volume production capability and processes and reliably sourcing components, we may not be able to avoid significantdelays and cost overruns, including as a result of factors beyond our control such as problems with suppliers and vendors or forcemajeure events, meet our unit commercialization schedules or satisfy customer requirements.

If we are unable to enter into agreements with third-party manufacturers on acceptable terms, we will need to develop our ownmanufacturing and production capabilities, significantly increasing our capital expenditures and delaying production of our roboticsystems. If this were to occur, we would need to raise or borrow additional money, which may not be available on terms acceptable tous or at all, and possibly change our product pricing expectations, which could adversely affect our margins and cash flows.

Any failure to develop production processes and capabilities within our projected costs and timelines could have a material adverseeffect on our business, prospects, financial condition and operating results.

The period of time from initial design of our products to obtaining binding purchase commitments from customers is long and weare subject to the risk that customers who initially expressed an interest in our products during the design phase will not enter intobinding commitments.

Our products contain complex technology that requires multiple years of engineering and design. Therefore, the period of time frominitial design of our products to obtaining binding purchase commitments from customers is long and we are subject to the risk thatcustomers who initially expressed an interest in our products during the design phase will not enter into binding commitments. Ourdesign of our products is significantly influenced by feedback from potential customers and reflect the needs they express. As a result,adapting our products to other industries or customers may require additional design, development, testing, work and expenses. Wemay not be able to adapt our products to reflect such feedback successfully or at all. If customers who initially express an interest in ourproposed products and influenced their design ultimately decide to not enter into binding commitments or to adopt a competitors’technology, our business, prospects, financial condition and operating results would be adversely affected.

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Our ability to control costs and liability is dependent on developing sufficient screening criteria for our RaaS customers.

Our ability to realize revenue and reduce liability related to our RaaS subscription model is heavily dependent on our ability toeffectively screen customers for high-risk activities or environments that could result in higher costs for us. We have limited experiencewith our RaaS subscription model and may not be able to develop effective customer screening criteria. We may need to rely onthird-party service providers to develop effective screening criteria, which will result in additional cost to us. Our screening criteria mayalso need to be adjusted over time to satisfy requirements under applicable law or from our insurers, lenders or other third-party serviceproviders. We must balance the need to develop effective screening criteria with our need to attract new customers or market todifferent industry segments.

Our business and prospects depend significantly on our ability to build the Sarcos brand. We may not succeed in continuing toestablish, maintain and strengthen the Sarcos brand, and our brand and reputation could be harmed by negative publicityregarding us or our products.

Our business and prospects are heavily dependent on our ability to develop, maintain and strengthen the Sarcos brand. If we do notcontinue to establish, maintain and strengthen our brand, we may lose the opportunity to build a critical mass of customers. Promotingand positioning our brand will likely depend significantly on our ability to provide high quality products and engage with our customersas intended. In addition, our ability to develop, maintain and strengthen the Sarcos brand may depend on the acceptance of our productsby employees of our customers. To promote our brand, we may be required to change or expand our customer development andbranding practices, which could result in substantially increased expenses. If we do not develop and maintain a strong brand, ourbusiness, prospects, financial condition and operating results will be materially and adversely impacted.

In addition, if safety incidents occur or are perceived to have occurred, whether or not such incidents are our fault, we could be subjectto adverse publicity or resistance by employees of our customers or labor unions. In particular, given the popularity of social media, anynegative publicity, whether true or not, could quickly proliferate and harm perceptions and confidence in our brand. Furthermore, thereis the risk of potential adverse publicity related to our manufacturing or other partners whether or not such publicity is related to theircollaboration with us. Our ability to successfully position our brand could also be adversely affected by perceptions about the quality ofour competitors’ products.

We are dependent on our suppliers, some of which are currently single, sole or limited source suppliers, and any inability of thesesuppliers to deliver necessary components of our products at prices, volumes, performance and specifications acceptable to us, couldhave a material adverse effect on our business, prospects, financial condition and operating results. We have not yet identified all ofthe suppliers that we are likely to rely on to support any future commercialization of our core products.

We rely on third-party suppliers for the provision and development of many of the key components and materials used in our products.We have not yet identified all of the suppliers, contractors and other third parties that we are likely to rely on to support any futurecommercialization of our core products. While we plan to obtain components from multiple sources whenever possible, some of thecomponents used in our products may have to be purchased by us from a single source and some may only be available from a solesource, for example, if we have developed custom components with a supply partner. If our third-party suppliers are unable to supplykey components and materials in the required volumes or at acceptable prices, our sales, revenues and profitability will likely beadversely affected and we may not be able to meet our obligations to customers. Our third-party suppliers may also not be able to meetthe specifications and performance characteristics required by us, which would impact our ability to achieve our product specificationsand performance characteristics as well. Additionally, our third-party suppliers may be unable to obtain required certifications for theirproducts for which we plan to use or provide warranties that are necessary for our solutions. If we are unable to obtain components andmaterials used in our products from our suppliers, our business would be adversely affected.

We have less negotiating leverage with suppliers than larger and more established companies and may not be able to obtain favorablepricing and other terms. For example, agreements with suppliers may include terms that are unfavorable to us, such as requirementsthat we order components and manufacturing units in excess of our demand due to minimum order quantity requirements or minimumprice thresholds. While we believe that we may be able to establish alternate supply relationships and can obtain or engineerreplacement components for our single source components, we may be unable to do so in time to support our production needs, or atall, or at prices or quality levels that are favorable to us, which could have a material adverse effect on our business, prospects, financialcondition and operating results.

Moreover, we and our suppliers are currently experiencing increases in the cost of and an interruption in the supply or shortage ofmaterials. It is unclear how long these challenges will remain. Due to the complexity of our products, each unit is expected

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to contain several thousand components. Difficulty securing any components and materials could result in delays in the development ofthese core products, which delays could be compounded if components or units require redesign or reengineering, as discussed under“—Initial production of commercial units of our core products, the Guardian XO and Guardian XT, may be delayed beyond the end of2022 and therefore initial delivery to customers could be beyond early 2023.” Any sustained supply interruption or shortage or costincreases that result in our products being priced beyond what customers are willing to pay would prevent or delay thecommercialization of our products and materially and negatively impact our business, prospects, financial condition and operatingresults. We and our suppliers use various materials in our businesses and products, including for example semiconductors, energystorage materials, commodity materials and specialty metal alloys, and the prices for these materials fluctuate. The available supply ofsome of these materials and components is currently and may continue to be unstable, depending on market conditions and globaldemand, and could adversely affect our business and operating results. Risks relating to our supply chain include:

•“Buy American” or other similar requirements that may be imposed on government contractors;

•an increase in the cost, or decrease in the available supply, of semiconductor chips, electrical components, commodity materialsand specialty alloys;

•the ongoing effects of the COVID-19 pandemic;

•geopolitical and economic events and conditions, such as inflation, labor shortages and war, as well as responses to such eventsand conditions (e.g., economic sanctions);

•disruption in the supply of lithium-ion batteries due to quality issues or recalls or other factors;

•disruption in global logistics, such as increased rates, constrained capacity and extended shipping delays; and

•fluctuations in the value of any foreign currencies in which manufactured parts, commercial components and related raw materialpurchases are or may be denominated against the U.S. dollar.

Our business is dependent on the continued supply of lithium-ion battery cells. While we believe several sources of such cells areavailable, we have to date not finally sourced or validated a supplier for our commercial production and we may have limited flexibilityin changing cell suppliers once contracted. Any disruption in the supply of battery cells from such suppliers could disrupt production ofour products. Furthermore, fluctuations or shortages in raw materials or components and other economic conditions may cause us toexperience significant increases in freight charges and material costs. Substantial increases in the prices for our materials, such as thosecharged by battery cell suppliers, would increase our operating costs, and could reduce our margins if the increased costs cannot berecouped through increased RaaS subscription offering or unit sales prices. Any attempts to increase product prices in response toincreased material costs could result in cancellations of orders and reservations and therefore materially and adversely affect our brand,image, business, prospects, financial condition and operating results.

Our potential transition to an outsourced manufacturing business model may not be successful, which could harm our ability todeliver products and recognize revenue.

We intend to transition from a manufacturing model in which we primarily manufactured and assembled our products at a smaller scaleat our facilities, to one where we rely on one or more third-party manufacturers. We are in discussions with third parties to providecontract manufacturing of our products; however, such discussions are more complicated because the Guardian XO and Guardian XTare still undergoing design changes and improvements. Moreover, we may not be able to contract with potential counterparties oncommercially reasonable terms or at all. We believe the use of third-party manufacturers will have benefits, but in the near term, whilewe are beginning manufacturing with one or more new partners, we may incur delays, lost revenue and increased costs.

Reliance on third-party manufacturers reduces our control over the manufacturing process, including reduced control over quality,product costs and product supply and timing. We may experience delays in shipments or issues concerning product quality from ourthird-party manufacturers. If any of our third-party manufacturers experience interruptions, delays or disruptions in supplying ourproducts, including by natural disasters, the global COVID-19 pandemic, other health epidemics and outbreaks, geopolitical events,work stoppages or capacity constraints, our ability to ship products to distributors and customers would be delayed. In addition,unfavorable economic conditions could result in financial distress among third-party manufacturers upon which we rely, therebyincreasing the risk of disruption of supplies necessary to fulfill our production

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requirements and meet customer demands. While we take measures to protect our trade secrets, the use of third-party manufacturersmay also risk disclosure of our innovative and proprietary technologies, which could adversely affect our business.

Additionally, if any of our future third-party manufacturers experience quality control problems in their manufacturing operations andour products do not meet customer requirements, we could be required to recall the units or cover the cost of repair or replacement ofany defective products. These delays or product quality issues could have an immediate and material adverse effect on our ability tofulfill orders and on our operating results. In addition, such delays or issues with product quality could adversely affect our reputationand our relationship with our customers.

If any third-party manufacturers experience financial, operational, manufacturing capacity or other difficulties, or experience shortagesin required components, or if they are otherwise unable or unwilling to continue to manufacture our products in required volumes or atall, our supply may be disrupted, we may be required to seek alternate manufacturers and we may be required to re-design our products.It would be time-consuming, and could be costly and impracticable, to begin to use new manufacturers and designs, and such changescould cause significant interruptions in supply and could have an adverse effect on our ability to meet our scheduled product deliveriesand may subsequently lead to the loss of sales.

If we are unable to contract with a third-party manufacturing partner, we would need to develop our own manufacturing facilities,which may not be feasible and, if feasible, would significantly increase our capital expenditures and operating expenditures, andwould significantly delay or inhibit production of our robotic systems.

We do not have a definitive agreement with a third-party manufacturing partner to commercially manufacture our robotic systems andwe may be unable to enter into such agreements with third-party manufacturing partners and other key suppliers for manufacturing onterms and conditions acceptable to us. Although discussions are continuing with potential counterparties, such discussions are morecomplicated because the Guardian XO and Guardian XT are still undergoing design changes and improvements. We may not be able tocontract with potential counterparties on commercially reasonable terms or at all, and we may need to use our own facilities for theinitial production of commercial units of our core products. If we are unable to enter into such definitive agreements or are only able todo so on terms that are less commercially favorable to us, we may be unable to timely identify adequate strategic relationshipopportunities, or form strategic relationships, and consequently, we may not be able to fully carry out our business plans. We may notbe able to partner with third parties on acceptable terms or at all or establish our own production capacity to meet our needs. Theexpense and time required to complete any transition and to assure that robotic systems manufactured at facilities of new third-partypartners comply with our quality standards and regulatory requirements would likely be greater than currently anticipated. If we need todevelop our own manufacturing and production capabilities at our own facilities, which may not be feasible, our capital and operatingexpenditures would significantly increase and production of our robotic systems would be significantly delayed. We may also need toraise or borrow additional money, which may not be available on acceptable terms or at all. Further, it may require us to change theanticipated pricing of our RaaS subscription offering, which could adversely affect our margins and cash flows. Any of the foregoingcould materially and adversely affect our business, prospects, financial condition and operating results. Accordingly, investors shouldnot place undue reliance on our statements about our production plans or their feasibility in the timeframe anticipated, or at all. We maynot be able to implement our business strategy in the timeframe anticipated, or at all.

We may be unable to adequately control the costs associated with our operations.

We will require significant capital to develop and grow our business, including developing and producing our commercial roboticsystems and other products, establishing or expanding our design, research and development, production, sales and maintenance andservice capabilities and building the Sarcos brand. We have incurred and expect to continue incurring significant expenses which willimpact our profitability, including research and development expenses (including related to developing and commercializing theGuardian XO and Guardian XT), procurement costs, sales, marketing and distribution expenses as we build our brand and market ourrobotic systems and general and administrative expenses as we scale our operations, identify and commit resources to investigate newareas of demand and incur costs as a public company. In addition, we may incur significant costs servicing, maintaining andrefurbishing our robotic systems, and we expect that the cost to repair and service our robotic systems will increase over time as ourrobotic systems age. Our ability to become profitable in the future will not only depend on our ability to complete the design anddevelopment of our robotic systems to meet projected performance metrics and identify and investigate new areas of demand andsuccessfully market our robotic systems and RaaS subscription model, but also on our ability to sell, whether outright or throughsubscriptions, our robotic systems at prices needed to achieve our expected margins and control our costs, including the risks and costsassociated with operating, maintaining and financing our robotic systems. If we are unable to efficiently design, develop, manufacture,market, deploy, distribute and service our robotic systems in a cost-effective manner, our margins, profitability and prospects would bematerially and adversely affected.

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We and our suppliers and any manufacturing partners may rely on complex machinery for production, which involves a significantdegree of risk and uncertainty in terms of operational performance and costs.

We and our suppliers and any manufacturing partners may rely on complex machinery for the production and assembly of our roboticsystems, which will involve a significant degree of uncertainty and risk in terms of operational performance and costs. Our facilities,and those of any third-party manufacturing partners and suppliers, consist or are expected to consist of large-scale machinerycombining many components. These components may suffer unexpected malfunctions from time to time and will depend on repairs andspare parts to resume operations, which may not be available when needed. Unexpected malfunctions of these components maysignificantly affect the intended operational efficiency. Operational performance and costs can be difficult to predict and are ofteninfluenced by factors outside of our or any third-party manufacturing partners’ and suppliers’ control, such as scarcity of naturalresources, environmental hazards and remediation, costs associated with decommissioning of machines, labor disputes and strikes,difficulty or delays in obtaining governmental permits, damages or defects in electronic systems, industrial accidents, fire, seismicactivity and natural disasters. Should operational risks materialize, it may result in the personal injury to or death of workers, the loss ofproduction equipment, damage to production facilities, monetary losses, delays and unanticipated fluctuations in production,environmental damage, administrative fines, increased insurance costs and potential legal liabilities, all which could have a materialadverse effect on our business, prospects, financial condition and operating results.

We face risks related to natural disasters, health epidemics and other outbreaks, which could significantly disrupt our operations.

Our facilities or operations or those of any third-party manufacturers or suppliers could be adversely affected by events outside of ouror their control, such as natural disasters, wars, health epidemics (see - "Ongoing impacts from COVID-19 or another pandemic,epidemic or outbreak of an infectious disease may materially and adversely impact our business, prospects, financial condition andoperating results.") and other calamities. Although we have servers that are hosted both onsite and at an offsite location, our backupsystem does not capture data on a real-time basis and we may be unable to recover certain data in the event of a server failure. Ourbackup systems may not be adequate to protect us from the effects of fire, floods, typhoons, earthquakes, power loss,telecommunications failures, break-ins, war, riots, terrorist attacks or similar events. Any of the foregoing events may give rise tointerruptions, breakdowns, system failures, technology platform failures or internet failures, which could cause the loss or corruption ofdata or the malfunction of software or hardware, as well as adversely affect our ability to provide services.

We currently target many customers that are large corporations with substantial negotiating power, exacting product standards andpotentially competitive internal solutions. If we are unable to sell our products to these customers, our prospects and results ofoperations will be adversely affected.

We expect that many of our potential customers will be large, multinational corporations with substantial negotiating power relative tous and, in some instances, may have internal solutions that are competitive to our products. These large, multinational corporations alsohave significant development resources, which may allow them to acquire or develop independently, or in partnership with others,competitive technologies. Meeting the technical requirements and securing binding commitments from any of these companies willrequire a substantial investment of our time and resources. We cannot assure you that our products will secure binding commitmentsfrom these or other companies or that we will generate meaningful revenue from the sales of our products to these key potentialcustomers. If our products are not selected by these large corporations or if these corporations develop or acquire competitivetechnology, it will have an adverse effect on our business, which could be material.

We operate in a competitive industry that is subject to rapid technological change, and we expect competition to increase.

The robotics industry is subject to rapid technological change, and we expect competition to increase in the future. Our roboticstechnology may be unable to keep up with changes in robotics technology or its alternatives and, as a result, our competitiveness maysuffer. Developments in alternative technologies, such as artificial intelligence, may materially and adversely affect our competitivenessin ways we do not currently anticipate. Any failure by us to successfully react to changes in existing technologies could materially harmour competitive position and growth prospects, which could have a material adverse effect on our business, prospects, financialcondition and operating results.

Our product offerings compete in a broad competitive landscape that includes robotics and automation companies that have bothdirectly competing as well as alternative solutions ranging from exoskeletons, collaborative robots, industrial robots, traditionallift-assist equipment, and unmanned robotic vehicles. We also view our competitive landscape to include rivals who have different butunique product lines in the automation space, like ABB Robotics, Siasun Robot & Automation, Teradyne

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and Berkshire Grey. Also included in our broader competitive landscape are robotic solution suppliers, like Rockwell Automation,Honeywell, Keyence Corporation, COGNEX Corporation and Hexagon AB, who may not have a directly competing product today, butcould become competitors through inorganic growth; these companies have existing customer relationships and channels that couldenable them to emerge as formidable threats in the future.

A breakdown of the competitive landscape by product area:

•The Guardian XO competes with robotics and automation solutions that help workers with heavy materials handling, heavylift-and-transport-assist, and overhead assembly type jobs. Principal competitors include Hyundai and Daewoo, who havepreviously shown powered exoskeleton prototype units, and companies like Cyberdyne, Samsung, Panasonic, Ekso Bionics,Ottobock, Lockheed Martin, SuitX and Levitate who currently sell powered, partial-body exoskeletons or passively-powered,partial-body variants.

•The Guardian XT faces a varied competitive landscape that includes collaborative robotics companies, as well as automationcompanies like Teradyne, ABB Robotics, Siasun Robot & Automation, Berkshire Grey, Ready Robotics and OMRON.

•The Guardian S competes with other ground-based unmanned vehicles offered by companies such as Eddyfi Technologies andWaygate Technologies; it also competes with aerial unmanned vehicle companies, like Flyability, in the oil and gas industry. Othernotable adjacent market and other competitors include Gecko Robotics, Teledyne FLIR, ICM, RedZone Robotics, ClearpathRobotics, and Easysight Technology.

These companies have products that are commercially available and in development. We expect some products currently indevelopment to become commercially available in the next few years. In addition, we compete with companies that develop artificialintelligence and industrial automation solutions, such as those offered by Hyundai-Boston Dynamics, Canvas Technology, DroneSense,Intuitive, iRobot, Hahn Robotics, Kuka, Neurala, Ready Robotics, Rethink Robotics and Yaskawa.

Our competitor base may change or expand as we continue to develop and commercialize our robotic systems in the future. These orother competitors may develop new technologies or products that provide superior results to customers or are less expensive than ourproducts. Our technologies and products could be rendered obsolete by such developments.

Our competitors may respond more quickly to new or emerging technologies, undertake more extensive marketing campaigns, havegreater financial, marketing, manufacturing and other resources than we do, or may be more successful in attracting potentialcustomers, employees and strategic partners. In addition, potential customers could have long-standing or contractual relationships withcompetitors. Potential customers may be reluctant to adopt our products, particularly if they compete with or have the potential tocompete with, or diminish the need/utilization of products or technologies supported through these existing relationships. If we are notable to compete effectively, our business, prospects, financial condition and operating results will be adversely affected.

In addition, because we operate in a new market, the actions of our competitors could adversely affect our business. Adverse eventssuch as product defects or legal claims with respect to competing or similar products could cause reputational harm to the roboticsmarket as a whole and, accordingly, our business.

Our financial results may vary significantly from period to period due to fluctuations in our operating costs, product demand andother factors.

We expect our period-to-period financial results to vary based on our operating costs and product demand, which we anticipate willfluctuate as the pace at which we continue to design, develop and manufacture new robotic systems, increase production capacity andestablish or expand design, research and development, production, sales and service facilities. Additionally, our revenues from period toperiod may fluctuate as we identify and investigate areas of demand, adjust volumes and add new product derivatives based on marketdemand and margin opportunities, develop and introduce new robotic systems or introduce existing robotic systems to new markets forthe first time, as well as introduce our RaaS subscription model. As a result of these factors, we believe that quarter-to-quartercomparisons of our financial results, especially in the short term, are not necessarily meaningful and that these comparisons cannot berelied upon as indicators of future performance. Moreover, our financial results may not meet expectations of equity research analysts,ratings agencies or investors, who may be focused only on quarterly financial results. If any of this occurs, the trading price of oursecurities could fall substantially, either suddenly or over time, and/or experience significant volatility.

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Our Private Placement Warrants are accounted for as liabilities and changes in the value of these warrants could have a materialeffect on our GAAP financial results.

On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC together issueda statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled“Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies”(“SPACs”) (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related tocertain tender offers following a business combination, which terms are similar to those contained in the warrant agreement governingour Warrants. As a result of the SEC Statement, we classify our Private Placement Warrants as derivative liabilities measured at fairvalue, with changes in fair value each period reported in earnings. See Note 7 to our audited consolidated financial statements includedin this Report for a discussion of our Warrants, including our Private Placement Warrants and Public Warrants.

Accounting Standards Codification 815, Derivatives and Hedging (“ASC 815”), provides for the remeasurement of the fair value ofsuch derivatives at each balance sheet date, with a resulting non-cash gain or loss related to the change in the fair value beingrecognized in earnings in the statement of operations. As a result of the recurring fair value measurement, our financial statements andresults of operations may fluctuate quarterly, based on factors which are outside of our control. Due to the recurring fair valuemeasurement, we expect that we will recognize non-cash gains or losses on our Warrants each reporting period and that the amount ofsuch gains or losses could be material.

Both Old Sarcos and Rotor identified a material weakness in their internal control over financial reporting prior to the closing ofthe Business Combination. If we are unable to develop and maintain an effective system of internal control over financial reporting,we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence inus and materially and adversely affect our business and operating results.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting designed to providereasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for externalpurposes in accordance with accounting principles generally accepted in the United States (“GAAP”). Our management is likewiserequired, on a quarterly basis, to evaluate the effectiveness of our internal controls. A material weakness is a deficiency, or acombination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a materialmisstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

Old Sarcos identified certain accounting errors related to its financial statements. As a result, Old Sarcos management concluded that amaterial weakness existed in its internal control over financial reporting related to the identification and review of technical issuesassociated with certain unique, unusual and nonstandard transactions within Old Sarcos’ equity process. As a result of this materialweakness, Old Sarcos’ management concluded that its internal control over financial reporting was not effective as of December 31,2020.

Following the issuance of the SEC Statement, on April 12, 2021, after consultation with its independent registered public accountingfirm, Rotor’s management and its audit committee concluded that, in light of the SEC Statement, it was appropriate to restate thepreviously issued audited balance sheet as of January 20, 2021 (the “Restatement”). See “—Our Private Placement Warrants areaccounted for as liabilities and the changes in value of these warrants could have a material effect on our financial results.” As part ofsuch process, Rotor identified a material weakness in its internal control over financial reporting. As of December 31, 2021,management has determined that this material weakness has been remediated as the previously issued financial statements have beenrestated and the Company is now accounting for the Private Placement warrants in accordance with the SEC Statement.

As a result of the material weakness identified related to Old Sarcos’ discussed above we have determined that our internal control overfinancial reporting was not effective as of December 31, 2021, see Part II Item 9A Controls and Procedures.

To respond to the remaining material weakness and to mitigate the potential for any future material weaknesses, we plan to continue todevote significant effort and resources to the remediation and improvement of our internal control over financial reporting. While wehave processes to identify and appropriately apply applicable accounting requirements, we plan to enhance these processes to betterevaluate our research and understanding of the nuances of the complex accounting standards that apply to our consolidated financialstatements. Specifically, we have made an assessment of our accounting personnel and have strengthened our compliance andaccounting functions with additional experienced hires to assist in our risk assessment process and the design and implementation ofcontrols. In addition, we have engaged a third-party consulting firm that specializes in internal audit and control processes andprocedures to assist us in developing and implementing controls to address the material

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weakness described above. While we anticipate that these actions will sufficiently address and remediate the material weakness, ourremediation plan can only be accomplished over time and these initiatives may not ultimately have the intended effects.

Any failure to maintain effective internal control over financial reporting could adversely impact our ability to report our financialposition and results from operations on a timely and accurate basis. If our financial statements are not accurate, investors may not havea complete understanding of our operations. Likewise, if our financial statements are not filed on a timely basis, we could be subject tosanctions or investigations by Nasdaq, the SEC or other regulatory authorities. In either case, that could result in a material adverseeffect on our business. Ineffective internal controls could also cause investors to lose confidence in our reported financial information,which could negatively affect the trading price of our Common Stock.

The measures we have taken and plan to take in the future may not remediate the material weakness identified, and additional materialweaknesses or restatements of financial results may arise in the future due to failure to implement and maintain adequate control overfinancial reporting or circumvention of these controls. In addition, even if we are successful in strengthening our controls andprocedures, in the future those controls and procedures may not be adequate to prevent or identify irregularities or errors or to facilitatethe fair preparation and presentation of our consolidated financial statements.

We may face litigation and other risks as a result of the material weakness in our internal control over financial reporting.

As a result of the material weaknesses discussed under “—Both Old Sarcos and Rotor identified a material weakness in their internalcontrol over financial reporting prior to the Closing of the Business Combination. If we are unable to develop and maintain an effectivesystem of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner,which may adversely affect investor confidence in us and materially and adversely affect our business and operating results,” theRestatement, the change in accounting for the Private Placement Warrants and other matters raised or that may in the future be raisedby the SEC, we face the potential for litigation or other disputes which may include, among others, claims invoking U.S. federal andstate securities laws, contractual claims or other claims arising from the Restatement and previously identified material weaknesses inour internal control over financial reporting and the preparation of our financial statements.

If we fail to maintain effective systems of disclosure controls and procedures and internal control over financial reporting, ourability to produce timely and accurate financial statements or comply with applicable regulations could be adversely affected.

We expect that the requirements of the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations of Nasdaq will continue toincrease our legal, accounting and financial compliance costs, make some activities more difficult, time-consuming and costly, andplace significant strain on personnel, systems and resources.

The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internalcontrol over financial reporting. We are continuing to develop and refine our disclosure controls, internal control over financialreporting and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we will filewith the SEC is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and thatinformation required to be disclosed in reports under the Exchange Act is accumulated and communicated to our principal executiveand financial officers. We are in the process of upgrading our finance and accounting systems to an enterprise system suitable for apublic company, and a delay could impact our ability or prevent us from timely reporting our operating results, timely filing requiredreports with the SEC and complying with Section 404 of the Sarbanes-Oxley Act. The development and implementation of thestandards and controls necessary for us to achieve the level of accounting standards required of a public company may require costsgreater than expected.

The current controls and any new controls that we develop may be inadequate because of changes in conditions of our business. Anyfailure to develop or maintain effective controls, or any difficulties encountered in their implementation or improvement, couldadversely affect our operating results or cause us to fail to meet our reporting obligations and may result in a restatement of ourfinancial statements for prior periods. Any failure to implement and maintain effective internal controls also could adversely affect theresults of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding theeffectiveness of our internal control over financial reporting that we are required to include in our periodic reports that we will file withthe SEC under Section 404 of the Sarbanes-Oxley Act. Ineffective disclosure controls and procedures and internal control overfinancial reporting could also cause investors to lose confidence in our reported financial and other information. See “— Both OldSarcos and Rotor identified a material weakness in their internal control over financial reporting prior to the closing of the BusinessCombination. If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not beable to accurately report our financial results in a timely

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manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results.”

In order to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financialreporting, we expect to continue to expend significant resources, including accounting-related costs, and provide significantmanagement oversight. Any failure to maintain the adequacy of our internal controls, or consequent inability to produce accuratefinancial statements on a timely basis, could increase operating costs and could materially and adversely affect our ability to operate ourbusiness. If our internal controls are perceived as inadequate or if we are perceived to be unable to produce timely or accurate financialstatements, investors may lose confidence in our operating results and the trading price of our securities could decline. Whilemanagement has concluded that the previously identified Rotor material weakness has been remediated, the remaining materialweakness is discussed under “— Both Old Sarcos and Rotor identified a material weakness in their internal control over financialreporting prior to the closing of the Business Combination. If we are unable to develop and maintain an effective system of internalcontrol over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adverselyaffect investor confidence in us and materially and adversely affect our business and operating results.”, and we have concluded thatour disclosure controls and procedures were not effective as of December 31, 2021. See Part II Item 9A Controls and Procedures.

Our independent registered public accounting firm is not required to formally attest to the effectiveness of our internal control overfinancial reporting until after we are no longer an emerging growth company. At such time, our independent registered publicaccounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our controls are documented,designed or operating. Any failure to maintain effective disclosure controls and procedures and internal control over financial reportingcould have a material and adverse effect on our business, prospects, financial condition and operating results.

We have yet to achieve positive operating cash flow and, given our projected funding needs, our ability to generate positive cash flowis uncertain.

We had negative cash flow from operating activities of $42.1 million and $16.9 million for the years ended December 31, 2021 and2020, respectively. We expect to continue to have negative cash flow from operating and investing activities for at least the next 24months as we expect to incur research and development, sales and marketing, and general and administrative expenses and makecapital expenditures in our efforts to commercialize our Guardian XO and Guardian XT products, increase sales, engage in continuousdevelopment work and ramp up operations. Our business also will at times require significant amounts of working capital to buildinventory and support the growth of additional products. An inability to generate positive cash flow for the near term may adverselyaffect our ability to raise needed capital for our business on reasonable terms, diminish supplier or customer willingness to enter intotransactions with us and have other adverse effects that may decrease our long-term viability. We may not achieve positive cash flow inthe near future or at all.

Our ability to use net operating loss carryforwards and other tax attributes may be limited in connection with the BusinessCombination or other ownership changes.

We have incurred losses during our history and do not expect to become profitable in the near future, and we may never achieveprofitability. To the extent that we continue to generate taxable losses, unused losses will carry forward to offset future taxable income,if any, until such unused losses expire.

Under the Tax Cuts and Jobs Act of 2017 (the Tax Act), as modified by the Coronavirus Aid, Relief and Economic Security Act (theCARES Act), U.S. federal net operating loss carryforwards generated in taxable periods beginning after December 31, 2017, may becarried forward indefinitely, but the deductibility of such net operating loss carryforwards in taxable years beginning after December31, 2020, is limited to 80% of taxable income. It is uncertain if and to what extent various states will conform to the Tax Act or theCARES Act. Suspensions or other restrictions on the use of net operating losses or tax credits, possibly with retroactive effect, mayresult in our existing net operating losses or tax credits expiring or otherwise being unavailable to offset future income tax liabilities.

In addition, the net operating loss carryforwards are subject to review and possible adjustment by the Internal Revenue Service andstate tax authorities. Under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (the “Code”), these U.S. federalnet operating loss carryforwards and other tax attributes may become subject to an annual limitation in the event of certain cumulativechanges in the ownership of our company. An “ownership change” pursuant to Section 382 of the Code generally occurs if one or morestockholders or groups of stockholders who own at least 5% of a company’s stock increase their ownership by more than 50 percentagepoints over their lowest ownership percentage within a rolling three-year period. Our ability to utilize net operating loss carryforwardsand other tax attributes to offset future taxable income or tax liabilities

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may be limited as a result of ownership changes, including changes from the Business Combination or other transactions. Similar rulesmay apply under state tax laws. We have not yet determined the amount of the cumulative change in our ownership resulting from theBusiness Combination or other transactions, or any resulting limitations on our ability to utilize our net operating loss carryforwardsand other tax attributes. If we earn taxable income, such limitations could result in increased future income tax liability to us and ourfuture cash flows could be adversely affected. We have recorded a full valuation allowance related to our net operating losscarryforwards and other deferred tax assets due to the uncertainty of the ultimate realization of the future benefits of those assets.

We expect to incur substantial research and development costs and devote significant resources to identifying and commercializingnew products, which could significantly reduce our profitability and may never result in revenue.

Our future growth depends on penetrating new markets, adapting existing products to new applications and customer requirements andintroducing new products that achieve market acceptance. We plan to incur substantial, and potentially increasing, Research anddevelopment costs as part of our efforts to design, develop, manufacture and commercialize new products and enhance existingproducts. Our research and development expenses were $17.5 million and $14.1 million during 2021 and 2020, respectively, and ourresearch and development expenses are likely to grow in the future. Our research and development program may not producesuccessful results, and our new products may not achieve market acceptance, create additional revenue or become profitable.

We are subject to evolving laws, regulations, standards, policies and contractual obligations related to data privacy and security lawsand regulations, and our actual or perceived failure to comply with such obligations could harm our reputation, subject us tosignificant fines and liability or otherwise adversely affect our business, prospects, financial condition and operating results.

We are subject to or affected by a number of national, state and local laws and regulations, as well as contractual obligations andindustry standards, that impose certain obligations and restrictions with respect to data privacy and security, and govern our collection,storage, retention, protection, use, processing, transmission, sharing and disclosure of personal information, including that of ouremployees, customers and others. Most jurisdictions have enacted laws requiring companies to notify individuals, regulatory authoritiesand others of security breaches involving certain types of data. Such laws may be inconsistent or may change or additional laws may beadopted. In addition, our agreements with certain customers may require us to notify them in the event of a security breach or incident.Such mandatory disclosures are costly and could lead to negative publicity, penalties, fines, litigation and other proceedings or causeour customers to lose confidence in the effectiveness of our security measures and require us to expend significant capital and otherresources to respond to and/or alleviate problems caused by the actual or perceived security breach or incident.

The global data protection landscape is rapidly evolving, and implementation standards and enforcement practices are likely to remainuncertain for the foreseeable future. We may not be able to monitor and react to all developments in a timely manner. For example,California adopted the California Consumer Privacy Act (“CCPA”), which became effective in January 2020. The CCPA establishes aprivacy framework for covered businesses, including an expansive definition of personal information and data privacy rights forCalifornia residents. The CCPA includes a framework with potentially severe statutory damages and private rights of action. The CCPArequires covered businesses to provide new disclosures to California residents, provide them new ways to opt-out of certain disclosuresof personal information, and allow for a new cause of action for data breaches. Additionally, a new privacy law, the California PrivacyRights Act (“CPRA”), was approved by California voters in the November 3, 2020 election. The CPRA creates obligations relating toconsumer data beginning on January 1, 2022, with implementing regulations expected on or before July 1, 2022, and enforcementbeginning July 1, 2023. The CPRA significantly modifies the CCPA, potentially resulting in further uncertainty. Some observers havenoted that the CCPA could mark the beginning of a trend toward more stringent privacy legislation in the United States. Other stateshave begun to propose and enact similar laws. For example, Virginia has enacted the Virginia Consumer Data Protection Act, whichwill go into effect January 1, 2023, and Colorado has enacted the Colorado Privacy Act, which takes effect on July 1, 2023. These lawsin Virginia and Colorado share similarities with the CCPA, CPRA, and legislation proposed in other states. As we expand ouroperations, the CCPA, CPRA, and other laws and regulations relating to privacy and data security may increase our compliance costsand potential liability. Compliance with any applicable privacy and data security laws and regulations is a rigorous and time-intensiveprocess, and we may be required to put in place additional mechanisms to comply with such laws and regulations.

Additionally, as our international presence expands, we may become subject to or face increasing obligations under laws andregulations in countries outside the United States, many of which, such as the European Union’s General Data Protection Regulation(“GDPR”) and national laws supplementing the GDPR, as well as legislation substantially implementing the GDPR in the UnitedKingdom, are significantly more stringent than those currently enforced in the United States. The GDPR requires companies to meetstringent requirements regarding the handling of personal data of individuals located in the European

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Economic Area (“EEA”). The GDPR also includes significant penalties for noncompliance, which may result in monetary penalties ofup to the higher of €20 million or 4% of a group’s worldwide turnover for the preceding financial year for the most serious violations.The United Kingdom’s version of the GDPR, which it maintains along with its Data Protection Act, also provides for substantialpenalties that, for the most serious violations, can go up to the greater of £17.5 million or 4% of a group’s worldwide turnover for thepreceding financial year. Many other jurisdictions globally are considering or have enacted legislation providing for local storage ofdata or otherwise imposing privacy, data protection and data security obligations in connection with the collection, use and otherprocessing of personal data. As a general matter, compliance with laws, regulations, contractual obligations, industry standards, and anyrules or guidance from self-regulatory organizations relating to privacy, data protection, and data security that apply, or are asserted toapply, to our operations may result in substantial costs and may necessitate changes to our business practices, which may compromiseour growth strategy, adversely affect our ability to acquire customers, and otherwise adversely affect our business, prospects, results ofoperations, and financial condition.

We publish privacy policies and other documentation regarding our collection, processing, use and disclosure of personal informationand/or other confidential information. Although we endeavor to comply with our published policies and other documentation, we mayat times fail to do so or may be perceived to have failed to comply with such policies and other actual or asserted legal or contractualobligations relating to privacy, data protection or data security. Moreover, despite our efforts, we may not be successful in achievingcompliance, including if our employees, contractors, service providers or vendors fail to comply with our published policies anddocumentation. Such failures can subject us to potential action by governmental or regulatory authorities if they are found to bedeceptive, unfair, or misrepresentative of our actual practices. Any actual or perceived inability to adequately address privacy andsecurity concerns or comply with applicable laws, rules and regulations relating to privacy, data protection or data security, orapplicable privacy notices, could lead to investigations, claims and proceedings by governmental entities and private parties, damagesfor contract breach and other significant costs, penalties or liabilities. Any such claims or other proceedings could be expensive andtime-consuming to defend and could result in adverse publicity. Any of the foregoing may have an adverse effect on our business,prospects, results of operations, and financial condition.

We are subject to cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our productsand data processed by us or third-party vendors.

Our business and operations involve the collection, storage, processing and transmission of personal data and certain other sensitive andproprietary data of collaborators, customers and others. Additionally, we maintain sensitive and proprietary information relating to ourbusiness, such as our own proprietary information and personal data relating to our employees. An increasing number of organizationshave disclosed breaches of their information security systems and other information security incidents, some of which have involvedsophisticated and highly targeted attacks. We have been and may in the future be a target for cybersecurity attacks designed to disruptour operations or to attempt to gain access to our systems, data processed or maintained in our business, trade secrets or otherproprietary information or financial resources. The ongoing COVID-19 pandemic has increased security risks due to personnel workingremotely.

We are at risk for interruptions, outages and breaches of our: (a) operational systems, including business, financial, accounting, productdevelopment, data processing or production processes, owned by us or our third-party vendors or suppliers; (b) facility securitysystems, owned by us or our third-party vendors or suppliers; (c) transmission control modules or other in-product technology, ownedby us or our third-party vendors or suppliers; (d) the integrated software in our units; and (e) customer data that we process or ourthird-party vendors or suppliers process on our behalf. Because techniques used to obtain unauthorized access to or to sabotageinformation systems change frequently and may not be known until launched against a target, we may be unable to anticipate or preventthese attacks, react in a timely manner or implement adequate preventive measures, and we may face delays in our detection orremediation of, or other responses to, security breaches and other privacy-and security-related incidents. Such incidents could:materially disrupt our operational systems; result in loss of intellectual property, trade secrets or other proprietary or competitivelysensitive information; compromise certain information of customers, employees, suppliers or others; jeopardize the security of ourfacilities; or affect the performance of in-product technology and the integrated software in our units. Certain efforts may bestate-sponsored or supported by significant financial and technological resources, making them even more difficult to detect, remediateand otherwise respond to.

We plan to include product services and functionality that utilize data connectivity to monitor performance and timely captureopportunities to enhance performance and for safety and cost-saving preventative maintenance. The availability and effectiveness ofour services depend on the continued operation of information technology and communications systems. Our systems will bevulnerable to damage or interruption from, among others, physical theft, fire, terrorist attacks, natural disasters, power loss, war,telecommunications failures, viruses, denial or degradation of service attacks, ransomware and other malicious code, social engineeringschemes, insider theft or misuse or other attempts to harm our systems. We intend to use our product

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services and functionality to log information about each unit’s use in order to aid us in diagnostics and servicing. Our customers mayobject to the use of this data, which may require us to implement new or modified data handling policies and mechanisms, increase ourunit maintenance costs and costs associated with data processing and handling, and harm our business prospects.

Although we have implemented and are in the process of implementing additional systems and processes that are designed to protectour data and systems within our control, prevent data loss and prevent other security breaches and security incidents, these securitymeasures cannot guarantee security. The IT and infrastructure used in our business may be vulnerable to cyberattacks or securitybreaches or incidents, and third parties may be able to access data, including personal data and other sensitive and proprietary data of usand our customers, collaborators and partners, our employees’ personal data or other sensitive and proprietary data accessible throughthose systems, or such data otherwise may be subject to unauthorized use, disclosure, unavailability, modification or other processing.Employee error, malfeasance or other errors in the storage, use or transmission of any of these types of data could result in an actual orperceived privacy or security breach or other security incident.

Moreover, there are inherent risks associated with developing, improving, expanding and updating our current systems, such as thedisruption of our data management, procurement, production execution, finance, supply chain and sales and service processes. Theserisks may affect our ability to manage our data and inventory, procure parts or supplies or manufacture, deploy, deliver and service ourunits, adequately protect our intellectual property or achieve and maintain compliance with, or realize available benefits under,applicable laws, regulations and contracts. We cannot be sure that these systems upon which we rely, including those of our third-partyvendors or suppliers, will be effectively implemented, maintained or expanded as planned. If we do not successfully implement,maintain or expand these systems as planned, our operations may be disrupted, our ability to accurately and timely report our financialresults could be impaired and deficiencies may arise in our internal control over financial reporting, which may impact our ability tocertify our financial results. Moreover, our proprietary information or intellectual property could be compromised or misappropriatedand our reputation may be adversely affected. If these systems do not operate as we expect them to, we may be required to expendsignificant resources to make corrections or find alternative sources for performing these functions.

Any actual or perceived security breach or security incident, or any systems outages or other disruption to systems used in our business,could interrupt our operations, result in loss or improper access to, or acquisition or disclosure of, data or a loss of intellectual propertyprotection, harm our reputation and competitive position, reduce demand for our products, damage our relationships with customers,partners, collaborators or others or result in claims, regulatory investigations and proceedings and significant legal, regulatory andfinancial exposure, and any such incidents or any perception that our security measures are inadequate could lead to loss of confidencein us and harm to our reputation, any of which could adversely affect our business, financial condition and results of operations. Anyactual or perceived breach of privacy or security, or other security incident, impacting any entities with which we share or disclose data(including, for example, our third-party technology providers) could have similar effects. We expect to incur significant costs in aneffort to detect and prevent privacy and security breaches and other privacy- and security-related incidents, and may face increasedcosts and requirements to expend substantial resources in the event of an actual or perceived privacy or security breach or otherincident.

A substantial portion of our current revenue is generated by sales to government entities, which are subject to a number ofuncertainties, challenges and risks.

Sales to government entities are subject to a number of risks. Selling to government entities can be highly competitive, expensive andtime-consuming, often requiring significant upfront time and expense without any assurance that these efforts will generate a sale. Inthe event that we are successful in being awarded a government contract, such award may be subject to appeals, disputes or litigation,including bid protests by unsuccessful bidders. Government demand and payment for our solutions may be impacted by public sectorbudgetary cycles and funding authorizations, with funding reductions or delays adversely affecting public sector demand for oursolutions. Government entities may have statutory, contractual or other legal rights to terminate our contracts for convenience ordefault. For purchases by the U.S. federal government, the government may require certain products to be manufactured in the UnitedStates and other high cost manufacturing locations, and we or any third-party manufacturers may not manufacture all products inlocations that meet government requirements, and as a result, our business and results of operations may suffer.

As a government contractor or subcontractor, we must comply with laws, regulations and contractual provisions relating to theformation, administration and performance of government contracts and inclusion on government contract vehicles, which affect howwe and our partners do business with government agencies. As a result of actual or perceived noncompliance with governmentcontracting laws, regulations or contractual provisions, we may be subject to non-ordinary course audits and internal investigationswhich may prove costly to our business financially, divert management time or limit our ability to continue selling our products to ourgovernment customers. These laws and regulations may impose other added costs on our

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business, and failure to comply with these or other applicable regulations and requirements, including non-compliance in the past,could lead to claims for damages, downward contract price adjustments or refund obligations, civil or criminal penalties, termination ofcontracts and suspension or debarment from government contracting for a period of time with government agencies. Any suchdamages, penalties, disruption or limitation in our ability to do business with a government would adversely impact, and could have amaterial adverse effect on, our business, prospects, financial condition and operating results.

We are subject to U.S. and foreign anti-corruption and anti-money laundering laws and regulations. We can face criminal liabilityand other serious consequences for violations of these laws, which can harm our business, prospects, financial condition andoperating results.

We are subject to the U.S. Foreign Corrupt Practices Act of 1977, as amended (FCPA), the U.S. domestic bribery statute contained in18 U.S.C. § 201, the U.S. Travel Act, and other anti-corruption, anti-bribery and anti-money laundering laws, including those of othercountries in which we conduct activities. Anti-corruption laws are interpreted broadly and prohibit companies and their employees,business partners, third-party intermediaries, representatives and agents from authorizing, promising, offering or providing, directly orindirectly, improper payments or anything else of value to government officials, political candidates, political parties or commercialpartners for the purpose of obtaining or retaining business or securing an improper business advantage.

We have direct and indirect interactions with foreign officials, including in furtherance of sales to governmental entities in non-U.S.countries. We sometimes leverage third parties to conduct our business abroad, and our third-party business partners, representativesand agents may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliatedentities. We can be held liable for the corrupt or other illegal activities of our employees or these third-parties, even if we do notexplicitly authorize or have actual knowledge of such activities. The FCPA and other applicable laws and regulations also require thatwe keep accurate books and records and maintain internal controls and compliance procedures designed to prevent any such actions.While we have policies and procedures to address compliance with such laws, our employees, business partners, third-partyintermediaries, representatives and agents may take actions in violation of our policies and applicable law, for which we may beultimately held responsible. Our exposure for violating these laws increases as our international presence expands and as we increasesales and operations in foreign jurisdictions.

Any violations of the laws and regulations described above may result in whistleblower complaints, adverse media coverage,investigations, substantial civil and criminal fines and penalties, damages, settlements, prosecution, enforcement actions, imprisonment,the loss of export or import privileges, suspension or debarment from government contracts, tax reassessments, breach of contract andfraud litigation, reputational harm and other consequences, any of which could adversely affect our business, prospects, financialcondition and operating results. In addition, responding to any investigation or action will likely result in a significant diversion ofmanagement’s attention and resources and significant defense costs and other professional fees.

We are subject to governmental export and import controls and laws that could subject us to liability if we are not in compliancewith such laws.

Our products are subject to export control, import and economic sanctions laws and regulations, including the U.S. ExportAdministration Regulations, U.S. Customs regulations and various economic and trade sanctions regulations administered by the U.S.Treasury Department’s Office of Foreign Assets Control. Exports of our robotic systems and technology must be made in compliancewith these laws and regulations. If we fail to comply with these laws and regulations, we and certain of our employees could be subjectto substantial civil or criminal penalties, including the possible loss of export or import privileges; fines, which may be imposed on usand responsible employees or managers; and, in extreme cases, the incarceration of responsible employees or managers.

Moreover, international sales of certain of our products are subject to U.S. laws, regulations and policies like the International Traffic inArms Regulations and other export laws and regulations and may be subject to first obtaining licenses, clearances or authorizationsfrom various regulatory entities. If we are not allowed to export our products or the clearance process is burdensome and costly, ourability to generate revenue would be adversely affected.

In addition, changes to our robotic systems, or changes in applicable export control, import or economic sanctions laws and regulationsmay create delays in the introduction and sale of our robotic systems and solutions or, in some cases, prevent the export or import ofour robotic systems to certain countries, governments or persons altogether. Compliance with such laws and regulations may also becostly and require time and attention from our management. Any change in export, import or economic sanctions laws and regulations,shift in the enforcement or scope of existing laws and regulations or change in the countries, governments, persons or technologiestargeted by such laws and regulations could also result in decreased use of our

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robotic systems, as well as our decreased ability to export or market our robotic systems to potential customers. Any decreased use ofour robotic systems or limitation on our ability to export or market our robotic systems would likely adversely affect our business,prospects, financial condition and operating results.

Our management team has broad discretion in making strategic decisions to execute our growth plans, and our management’sdecisions may not be successful in achieving our business objectives or may have unintended consequences that negatively impactour growth prospects.

Our management has broad discretion in making strategic decisions to execute our growth plans and may devote time and companyresources to new or expanded solution offerings, potential acquisitions, prospective customers or other initiatives that do not necessarilyimprove our operating results or contribute to our growth. Management’s failure to make strategic decisions that are ultimatelyaccretive to our growth may result in unfavorable returns and uncertainty about our prospects, each of which could cause the price ofour Common Stock to decline.

Risks Related to Our Technology and Intellectual Property

Our success depends in part on our ability to obtain and maintain protection for the intellectual property relating to or incorporatedinto our products.

Our success depends in part on our ability to obtain and maintain protection for the intellectual property relating to or incorporated intoour products. We seek to protect our intellectual property through a combination of patents, trademarks and other intellectual propertyrights, as well as confidentiality and/or intellectual property assignment agreements with our employees and certain of our contractors,consultants, scientific advisors and other vendors and third-parties. In addition, we rely on trade secret law to protect our proprietarysoftware and product candidates/products in development. For more information, see “Business—Intellectual Property” in this Report.

Patent positions covering robotic systems and human-augmented robotic systems (e.g., wearable humanoid or exoskeleton roboticsystems) inventions can be highly uncertain and involve many new and evolving complex legal, factual and technical issues. Patentlaws and interpretations of those laws are subject to change and any such changes may diminish the value of our patents or narrow thescope of our right to exclude others. In addition, we may fail to apply for or be unable to obtain patents necessary to protect ourtechnology or products from competition or fail to enforce our patents due to lack of information about the exact use of technology orprocesses by third parties or for a variety of other reasons. Also, we cannot be sure that any patents will be granted in a timely manneror at all with respect to any of our patent pending applications or that any patents that are granted will be adequate to exclude others forany significant period of time or at all. Given the foregoing, and in order to continue reducing operational expenses in the future, wemay invest fewer resources in filing and prosecuting new patents and on maintaining and enforcing various patents, especially inregions where we currently do not focus our market growth strategy.

Litigation to establish or challenge the validity of patents, or to defend against or assert against others’ infringement, unauthorized use,enforceability or invalidity, can be lengthy and expensive and may result in our patents being invalidated or interpreted narrowly andmay restrict our ability to be granted new patents related to our pending patent applications. Even if we prevail, litigation may be timeconsuming, force us to incur significant costs, and could divert management’s attention from managing our business while any damagesor other remedies awarded to us may not be valuable or adequate. In addition, U.S. patents and patent applications may be subject tointerference or derivation proceedings, and U.S. patents may be subject to re-examination and inter partes or post grant reviewproceedings in the U.S. Patent and Trademark Office. Furthermore, our issued patents may be subject to claims of invalidity based onearlier filed patents or published applications not discovered in any patent searches or by the patent offices that carried out examinationof the issued patents. Foreign patents may also be subject to opposition or comparable proceedings in corresponding foreign patentoffices. Any of these proceedings may be expensive and could result in the loss of a patent or denial of a patent application, or the lossor reduction in the scope of one or more of the claims of a patent or patent application.

In addition, we seek to protect our trade secrets, know-how, and confidential information that is not patentable by entering intoconfidentiality and intellectual property assignment agreements with our employees and certain of our contractors and confidentialityagreements with certain of our consultants, scientific advisors, and other vendors and contractors. However, we may fail to enter intothe necessary agreements, and even if entered into, these agreements may be breached or otherwise fail to prevent disclosure,third-party infringement or misappropriation of our proprietary information, may be limited as to their term and may not provide anadequate remedy in the event of unauthorized disclosure or use of proprietary information. Enforcing a claim that a third party illegallyobtained or is using our trade secrets without authorization may be expensive and time consuming, and the outcome is unpredictable.Some of our employees or consultants or service providers may own certain

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technology which they license to us for a set term. If these technologies are material to our business after the term of the license, ourinability to use them could adversely affect our business and profitability.

We also have taken and continue to take precautions to initiate safeguards to protect our information technology systems. However,these measures may not be adequate to safeguard our proprietary information, which could lead to the loss or impairment thereof or toexpensive litigation to defend our rights against competitors who may be better funded and have superior resources. In addition,unauthorized parties may attempt to copy or reverse engineer certain aspects of our products that we consider proprietary or ourproprietary information may otherwise become known or may be independently developed by our competitors or other third parties. Ifother parties are able to use our proprietary technology or information, our ability to compete in the market could be harmed. Further,unauthorized use of our intellectual property may have occurred, or may occur in the future, without our knowledge.

We also have made efforts to register and enforce our trademark rights. However, trademark law and the associated infringementanalysis is complex, and, notwithstanding our efforts to develop and enforce our trademark portfolio, both outgoing and incomingclaims of trademark infringement could lead to limitations, loss or impairment of those trademark rights or to expensive litigation toprosecute or defend our trademark rights against third-party infringers who may be better funded and have superior resources.

If we are unable to obtain or maintain adequate protection for our intellectual property, or if any protection is reduced or eliminated,competitors may be able to use our technologies, resulting in harm to our competitive position and our business.

We may not be able to protect our intellectual property rights in all countries.

Filing, prosecuting, maintaining and defending patents and trademarks on each of our products and intellectual property in all countriesthroughout the world would be prohibitively expensive and time consuming, and thus our intellectual property rights outside the UnitedStates are limited. In addition, the laws of some foreign countries, especially developing countries, such as China, do not protectintellectual property rights to the same extent as federal and state laws in the United States. Also, it may not be possible to effectivelyenforce intellectual property rights in some countries at all or to the same extent as in the United States and other countries.Consequently, we are unable to prevent third parties from using our inventions in all countries, or from selling or importing productsmade using our inventions in the jurisdictions in which we do not have (or are unable to effectively enforce) patent protection.Competitors may use our technologies in jurisdictions where they have not obtained patent protection to develop, market or otherwisecommercialize their own products, and we may be unable to prevent those competitors from importing those infringing products intoterritories where we have patent protection, but enforcement may not be as strong as in the United States. These products may competewith our products and our patents and other intellectual property rights may not be effective or sufficient to prevent them fromcompeting in those jurisdictions. Moreover, strategic partners, competitors or others may raise legal challenges against our intellectualproperty rights or may infringe upon our intellectual property rights, including through means that may be difficult to detect or prevent.

Many companies have encountered significant problems in protecting and defending intellectual property rights in foreign jurisdictions.Proceedings to enforce our patent rights in the United States or foreign jurisdictions could result in substantial costs and divert ourefforts and attention from other aspects of our business, could put our patents at risk of being invalidated or interpreted narrowly andour patent applications at risk of not issuing and could provoke third parties to assert patent infringement or other claims against us. Wemay not prevail in any lawsuits that we initiate and the damages or other remedies awarded, if any, may not be commerciallymeaningful. Accordingly, our efforts to enforce our intellectual property rights in the United States and around the world may beinadequate to obtain a significant commercial advantage from the intellectual property that we develop or license from third parties.

We may be subject to intellectual property infringement claims or misappropriation claims, which may be time consuming andexpensive and, if adversely determined, could limit our ability to commercialize our products.

Companies operating in the robotics industry may face difficulty enforcing their patent and other intellectual property rights and maybecome subject to a substantial amount of litigation over these rights. In particular, our competitors in both the United States andabroad, many of which have substantially greater resources than we have and have made substantial investments in competingtechnologies, have been issued patents and filed patent applications with respect to their products and processes and may apply forother patents in the future. The large number of patents, the rapid rate of new patent issuances and the complexities of the technologyinvolved increase the risk of patent litigation.

Determining whether a product infringes a patent involves complex legal and factual issues and the outcome of patent litigation is oftenuncertain. No assurance can be given that patents containing claims covering our products, technology or methods do

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not exist, have not been filed or could not be filed or issued. In addition, because patent applications can take years to issue and becausepublication schedules for pending applications vary by jurisdiction, there may be applications now pending of which we are unawareand which may result in issued patents that our current or future products infringe. Also, because the claims of published patentapplications can change between publication and patent grant, published applications that initially do not appear to be problematic mayissue with claims that potentially cover our products, technology or methods. Moreover, there may be pending, published or allowedapplications that may disclose, but not claim, subject matter covering our products, technology or methods, where such pending orpublished applications may be amended, or one or more continuation or divisional applications may be filed, in an attempt to capture,to the extent possible, such products, technology or methods that are in the public domain, and which may result in issued patents thatour current or future products infringe.

Infringement actions and other intellectual property claims brought against us, whether with or without merit, may cause us to incursubstantial costs and could place a significant strain on our financial resources, divert the attention of management, and harm ourreputation. We cannot be certain that we will successfully defend against any allegations of infringement. If we are found to infringeanother party’s patents, we could be required to pay damages. We could also be prevented from selling our infringing products, unlesswe can obtain a license to use the technology covered by such patents or can redesign our products so that they do not infringe. Alicense may not be available on commercially reasonable terms or at all, and we may not be able to redesign our products to avoidinfringement. In these circumstances, we may not be able to sell our products at competitive prices or at all, and our business,prospects, financial condition and operating results could be harmed.

Intellectual property discovered through government funded programs may be subject to federal regulations such as “march-in”rights, certain reporting requirements and a preference for U.S.-based companies. Compliance with such regulations may limit ourexclusive rights and limit our ability to contract with non-U.S. manufacturers.

We may develop, acquire, or license intellectual property rights that have been generated through the use of U.S. government fundingor grants. Pursuant to the Bayh-Dole Act of 1980, the U.S. government has certain rights in inventions developed with governmentfunding. These U.S. government rights may include a non-exclusive, non-transferable, irrevocable worldwide license to use inventionsfor any governmental purpose. In addition, the U.S. government may have the right, under certain limited circumstances, to require usto grant exclusive, partially exclusive, or non-exclusive licenses to any of these inventions to a third party if the U.S. governmentdetermines that: (1) adequate steps have not been taken to commercialize the invention; (2) government action is necessary to meetpublic health or safety needs; or (3) government action is necessary to meet requirements for public use under federal regulations (alsoreferred to as “march-in rights”). Such “march-in” rights would apply to new subject matter arising from the use of such governmentfunding or grants and would not extend to pre-existing subject matter or subject matter arising from funds unrelated to the governmentfunding or grants. If the U.S. government exercised its march-in rights in our future intellectual property rights that are generatedthrough the use of U.S. government funding or grants, we could be forced to license or sublicense intellectual property we developed orthat we license on terms unfavorable to us, and there can be no assurance that we would receive compensation from the U.S.government for the exercise of such rights. The U.S. government may also have the right to take title to these inventions if the grantrecipient fails to disclose the invention to the government or fails to file an application to register the intellectual property withinspecified time limits. Intellectual property generated under a government funded program is also subject to certain reportingrequirements, compliance with which may require us to expend substantial resources. In addition, the U.S. government requires thatany products embodying any of these inventions or produced through the use of any of these inventions be manufactured substantiallyin the United States. This preference for U.S. industry may be waived by the federal agency that provided the funding if the owner orassignee of the intellectual property can show that reasonable but unsuccessful efforts have been made to grant licenses on similarterms to potential licensees that would be likely to manufacture substantially in the United States or that under the circumstancesdomestic manufacture is not commercially feasible. This preference for U.S. industry may limit our ability to contract with non-U.S.product manufacturers for products covered by such intellectual property.

We may be subject to damages resulting from claims that we or our employees have wrongfully used or disclosed alleged tradesecrets of our employees’ former employers.

We may be subject to claims that we or our employees have inadvertently or otherwise used or disclosed trade secrets or otherproprietary information of an employee’s former employers. Litigation may be necessary to defend against these claims. If we fail indefending such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights or personnel or beforced to seek a license, which may not be available on commercially acceptable terms or at all. A loss of key personnel or their workproduct could hamper or prevent our ability to commercialize our products, which could severely harm our business. Even if we aresuccessful in defending against these claims, litigation could result in substantial costs and demand on management resources.

Risks Related to Ownership of our Common Stock and Warrants

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Resales of the shares of Common Stock issued in connection with the Business Combination could depress the market price of ourCommon Stock

Sales of a substantial number of shares of our Common Stock or Warrants could occur at any time. These sales, or the perception in themarket that the holders of a large number of shares intend to sell shares, could reduce the market price of our Common Stock orWarrants.

Common Stock issued to the former securityholders of Old Sarcos (“Old Sarcos Security Holders”) represented approximately 77% ofour Common Stock as of December 31, 2021, and are subject to two lock-up obligations. Pursuant to our Amended and RestatedBylaws (“Bylaws”), Old Sarcos Security Holders are subject to the following lock-up periods.

If the Common Stock is issued from the exchange or conversion of shares of Old Sarcos preferred stock, then:

1. fifty percent (50%) of the Common Stock may be transferred beginning at the earlier to occur of (a) the close of business onthe 120th day after the Business Combination, provided that the average closing price of our Common Stock exceeds $13.00for 20 trading days in any 30 consecutive trading day period prior to the transfer and (b) the close of business on the six-monthanniversary of the Business Combination.

2. the remaining fifty percent (50%) of the Common Stock may only be transferred beginning on the one year anniversary ofthe Business Combination.

If the Common Stock is issued from the exchange or conversion of Old Sarcos’ common stock, options, RSAs or RSUs, then:

1. twenty percent (20%) of the Common Stock may be transferred beginning at the earlier to occur of (a) the close of businesson the 120th day after the Business Combination, provided that the average closing price of our Common Stock exceeds$13.00 for 20 trading days in any 30 consecutive trading day period prior to the transfer and (b) the close of business on the180th day after the Business Combination; and

2. the remaining eighty percent (80%) of the Common Stock may only be transferred beginning upon the earlier to occur of (a)such time as the post-combination company or any of its subsidiaries have delivered to one or more customers at least 20Guardian XO and/or Guardian XT-DX commercial units, but in no event prior to the close of business on the one yearanniversary of the Business Combination and (b) the close of business on the two year anniversary of the BusinessCombination.

In addition to the restrictions set forth in the Bylaws, certain Old Sarcos Security Holders entered into lock-up agreements with uswhereby:

1. holders of shares of Old Sarcos preferred stock and Old Sarcos warrants agreed, among other things, that (a) 50% of theirshares may not be transferred, until the earlier to occur of (x) six months following the Business Combination, and (y) 120days following the Business Combination if the stock price of our Common Stock exceeds $13.00 for 20 trading days in any30 consecutive trading day period, and (b) the remaining 50% of such shares may not be transferred for a period of one yearfollowing the Business Combination.

2. holders of Old Sarcos common stock, options, RSAs and RSUs agreed, among other things, that (1) 20% of such securitiesmay not be transferred until the earlier to occur of (a) 120 days after the Business Combination if the stock price of ourCommon Stock exceeds $13.00 for 20 trading days in any 30 consecutive trading day period, and (b) the 180th day after theBusiness Combination; and (2) the remaining 80% can be transferred at the earlier of (A) delivery to customers of at leasttwenty Guardian XO and/or Guardian XT commercial units to customers of the Constituent Corporations (but in no eventprior to the close of business on the one year anniversary of the date of the Business Combination) and (B) the close ofbusiness on the second anniversary of the date of the Business Combination.

Common Stock held by former Old Sarcos Security Holders will be freely tradeable once their applicable lock-up periods expire andsuch shares are registered for resale under the Securities Act. Pursuant to a registration rights agreement entered into concurrently withthe consummation of the Business Combination by and among our company, Rotor Sponsor LLC (the “Sponsor”) and certain OldSarcos Security Holders, we agreed to register with the SEC the Common Stock held by such Old Sarcos Security Holders within 30days following a request by a majority of the holders. The shares of Common Stock subject to the registration rights agreement wereregistered for resale on a registration statement on Form S-1 filed with the SEC on October 15, 2021.

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The Common Stock issued upon conversion of the shares of Rotor Class B Common Stock held by certain stockholders, including theSponsor (the “Founder Shares”), represented approximately 4.5% of our Common Stock as of December 31, 2021. The RotorRestricted Stockholders are subject to certain transfer restrictions with respect to their converted Founder Shares.

1. Common Stock may not be transferred until the earliest of (a) one year after the completion of the Business Combinationand (b) upon completion of the Business Combination, (x) if the last reported sale price of the Common Stock equals orexceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) forany 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination or (y) thedate on which we complete a liquidation, merger, capital stock exchange or other similar transaction after the BusinessCombination that results in all of the post-combination company’s stockholders having the right to exchange their CommonStock for cash, securities or other property.

2. Common Stock held by Messrs. Finn and Howard and other members of the Sponsor with an equity interest in Old Sarcosmay not be transferred until the earlier of (i) a period of one year following the closing of the Business Combination or (ii) thepost-combination company’s completion of a liquidation, merger, capital stock exchange, reorganization or other similartransaction that results in all of the post-combination company’s stockholders having the right to exchange their equityholdings in the post-combination company for cash, securities or other property.

Common Stock held by the Rotor Restricted Stockholders will be freely tradeable once their applicable lock-up periods expire and suchshares are registered by us. Such shares of Common Stock were registered for resale on a registration statement on Form S-1 filed withthe SEC on October 15, 2021.

PIPE Investors (as defined in Note 1 to our consolidated financial statements included in this Report) held approximately 15.4% of ourCommon Stock as of December 31, 2021. These shares are not subject to any lock-up or transfer restrictions, and pursuant to thesubscription agreements entered into with our predecessor, we were obligated to file with the SEC a registration statement with respectto the resale of such Common Stock no later than 30 days following the consummation of the Business Combination. Shares ofCommon Stock purchased by the PIPE Investors were registered for resale on a registration statement on Form S-1 filed with the SECon October 15, 2021.

Since the Business Combination, the markets for our Common Stock and Warrants have been volatile and may not continue at all.

Since the Business Combination and the commencement of the trading of our Common Stock and Warrants on the Nasdaq GlobalMarket, the prices of our Common Stock and Warrants have been volatile and may continue to fluctuate significantly due to variousfactors, some of which are beyond our control. Any of the factors listed below could have a material adverse effect on your investmentin our securities and our securities may trade at prices significantly below the price you paid for them. In such circumstances, thetrading price of our securities may not recover and may experience a further decline.

Factors affecting the trading price of our securities may include:

•actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to besimilar to us;

•changes in the market’s expectations about our operating results;

•the public’s reaction to our press releases, our other public announcements and our filings with the SEC;

•speculation in the press or investment community;

•success of competitors;

•our operating results failing to meet the expectation of securities analysts or investors in a particular period;

•changes in financial estimates and recommendations by securities analysts concerning our company or the market in general;

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•operating and stock price performance of other companies that investors deem comparable to us;

•our ability to market new and enhanced products on a timely basis;

•changes in laws and regulations affecting our business;

•commencement of, or involvement in, litigation;

•changes in our capital structure, such as future issuances of securities or the incurrence of additional debt;

•the volume of shares of the Common Stock and Public Warrants available for public sale;

•any major change in our board of directors or management;

•sales of substantial amounts of Common Stock by our directors, officers or significant stockholders or the perception that suchsales could occur;

•the realization of any of the risk factors discussed herein;

•additions or departures of key personnel;

•failure to comply with the requirements of our stock exchange;

•failure to comply with the Sarbanes-Oxley Act of 2002 or other laws or regulations;

•actual, potential or perceived control, accounting or reporting problems;

•changes in accounting principles, policies and guidelines; and

•general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations andacts of war or terrorism.

Broad market and industry factors may materially harm the market price of our securities irrespective of our operating performance.The stock market in general and stock exchanges have experienced price and volume fluctuations that have often been unrelated ordisproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks,and of our securities, may not be predictable. A loss of investor confidence in the market for the stocks of other companies whichinvestors perceive to be similar to us could depress our stock price regardless of our business, prospects, financial conditions or resultsof operations. A decline in the market price of our securities also could adversely affect our ability to issue additional securities and ourability to obtain additional financing in the future.

Additionally, an active trading market for our securities may not be sustained. If our Common Stock or Warrants become delisted fromNasdaq for any reason and are quoted on the OTC Bulletin Board or OTC Pink, an inter-dealer automated quotation system for equitysecurities that is not a national securities exchange, the liquidity of our Common Stock or Warrants may be more limited and the priceof the securities may be lower than if we were quoted or listed on Nasdaq or another national securities exchange. If an active tradingmarket for our securities is not sustained with sufficient trading volume, you may have limited or no ability to sell your securities.

In the past, securities class action litigation has often been initiated against companies following periods of volatility in their stockprice. This type of litigation could result in substantial costs and divert our management’s attention and resources, and could alsorequire us to make substantial payments to satisfy judgments or to settle litigation.

If securities or industry analysts cease publishing research or reports about us, our business or our market, or if they change theirrecommendations regarding our Common Stock, then the price and trading volume of our Common Stock could decline.

The trading market for our Common Stock or Warrants will be influenced by the research and reports that industry or securities analystsmay publish about us, our business, our market or our competitors. If any of the analysts who cover us now or in the future change theirrecommendation regarding our stock adversely, or provide more favorable relative recommendations about

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our competitors, the price of our Common Stock and Public Warrants would likely decline. If any analyst covering our company now orin the future were to cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets,which could cause the stock price or trading volume of the Common Stock and Public Warrants to decline.

There is no guarantee that the Public Warrants or Private Placement Warrants will ever be in the money, and they may expireworthless.

The exercise price of our Warrants is higher than is typical with many companies that have merged with similar blank check companiesin the past. Historically, with regard to units offered by blank check companies, the exercise price of a Warrant was generally a fractionof the purchase price of the units in the initial public offering. The exercise price for our Warrants is $11.50 per share of CommonStock. There is no guarantee that the Warrants will ever be in the money prior to their expiration, and as such, the Warrants may expireworthless.

We may redeem unexpired Warrants prior to their exercise at a time that is disadvantageous to Warrant holders, thereby makingtheir Warrants worthless.

We have the ability to redeem outstanding Warrants at any time after they become exercisable and prior to their expiration, subject tocertain exceptions, provided that the last reported sales price of our Common Stock equals or exceeds $10.00 per share (as adjusted forstock splits, stock dividends, reorganizations, recapitalization and the like) for any 20 trading days within a 30 trading-day periodending on the third trading day prior to the date on which we give proper notice of such redemption to the Warrant holders andprovided certain other conditions are met. For additional information on the circumstances in which the Public Warrants may beredeemed, please see “Description of Securities—Warrants—Public Stockholders’ Warrants” in our prospectus filed with the SEC onOctober 21, 2021. If and when the Warrants become redeemable by us, we may exercise our redemption right even if we are unable toregister or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding Warrantscould force the Warrant holders (i) to exercise their Warrants and pay the exercise price therefor at a time when it may bedisadvantageous for them to do so, (ii) to sell their Warrants at the then-current market price when they might otherwise wish to holdtheir Warrants or (iii) to accept the nominal redemption price which, at the time the outstanding Warrants are called for redemption, islikely to be substantially less than the market value of their Warrants. None of the Private Placement Warrants will be redeemable by usso long as they are held by the initial purchasers or their permitted transferees, subject to certain exceptions.

Warrants will become exercisable for Common Stock, which would increase the number of shares eligible for future resale in thepublic market and result in dilution to our stockholders.

We currently have outstanding Public Warrants to purchase approximately 13,806,355 shares of Common Stock at $11.50 per share andPrivate Placement Warrants to purchase 6,743,113 shares at $11.50 per share. The shares of Common Stock issued upon exercise of ourWarrants will result in dilution to the then existing holders of Common Stock and increase the number of shares eligible for resale inthe public market. Sales of substantial numbers of such shares in the public market could adversely affect the market price of ourCommon Stock or Public Warrants.

The Private Placement Warrants are identical to the Public Warrants except that, so long as they are held by the initial purchasers ortheir permitted transferees, (i) they will not be redeemable by us subject to certain exceptions, (ii) they may be exercised by the holderson a cashless basis and (iii) they are subject to registration rights.

Anti-takeover provisions contained in our Charter and Bylaws, as well as provisions of Delaware law, could impair a takeoverattempt, which could limit the price investors might be willing to pay in the future for our Common Stock.

Our Second Amended and Restated Certificate of Incorporation (the “Charter”) and Bylaws contain provisions that may discourageunsolicited takeover proposals that stockholders may consider to be in their best interests. We are also subject to anti-takeoverprovisions under Delaware law, which could delay or prevent a change of control. Together, these provisions may make more difficultthe removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailingmarket prices for our securities. These provisions include:

•a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meetingof our stockholders;

•only the board of directors (pursuant to a majority vote of the whole board), the chairperson of the board of directors, or the ChiefExecutive Officer may call a special meeting;

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•stockholder vote of at least 66-2/3% required to remove a director for “cause”;

•stockholder vote of at least 66-2/3% required to approve certain amendments to the Charter and Bylaws; and

•the designation of Delaware and federal courts as the exclusive forums for certain disputes.

Our Bylaws provide that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for certain stockholderlitigation matters, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or ourdirectors, officers, employees or stockholders.

Our Bylaws provide, to the fullest extent permitted by law, that internal corporate claims may be brought only in the Court of Chanceryin the State of Delaware (or, if the Court of Chancery does not have, or declines to accept, jurisdiction, another state court or a federalcourt located within the State of Delaware). In addition, our Bylaws provide that the federal district courts of the United States will bethe exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act. This forum selectionprovision will not apply to claims brought to enforce a duty or liability created by the Exchange Act. Any person or entity purchasingor otherwise acquiring or holding any interest in our stock shall be deemed to have notice of and consented to the forum provision inour Bylaws.

This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputeswith us or any of our directors, officers, other employees or stockholders, which may discourage lawsuits with respect to such claims.Alternatively, if a court were to find the choice of forum provision contained in our Bylaws to be inapplicable or unenforceable in anaction, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business,operating results and financial condition. For example, under the Securities Act, federal courts have concurrent jurisdiction over allsuits brought to enforce any duty or liability created by the Securities Act, and investors cannot waive compliance with the federalsecurities laws and the rules and regulations thereunder. Accordingly, there is uncertainty as to whether a court would enforce such aforum selection provision as written in connection with claims arising under the Securities Act.

The JOBS Act permits “emerging growth companies” like us to take advantage of certain exemptions from various reportingrequirements applicable to other public companies that are not emerging growth companies.

We qualify as an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the JOBS Act. Assuch, we take advantage of certain exemptions from various reporting requirements applicable to other public companies that are notemerging growth companies for as long as we continue to be an emerging growth company, including (i) the exemption from theauditor attestation requirements with respect to internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of2002, (ii) the exemptions from say-on-pay, say-on-frequency and say-on-golden parachute voting requirements and (iii) reduceddisclosure obligations regarding executive compensation in our periodic reports and proxy statements. As a result, our stockholdersmay not have access to certain information they deem important. We will remain an emerging growth company until the earliest of (i)the last day of the fiscal year (a) following January 20, 2026, the fifth anniversary of Rotor’s initial public offering, (b) in which wehave total annual gross revenue of at least $1.07 billion or (c) in which we are deemed to be a large accelerated filer, which means themarket value of our Common Stock and Public Warrants that is held by non-affiliates exceeds $700 million as of the last business dayof our prior second fiscal quarter, and (ii) the date on which we have issued more than $1.0 billion in non-convertible debt during theprior three-year period. We cannot predict if investors will find our Common Stock less attractive if we choose to rely on theseexemptions. If some investors find our Common Stock less attractive as a result of any choices to reduce future disclosure, there maybe a less active trading market for our Common Stock and the price of our Common Stock may be more volatile. We had total revenuesduring calendar year 2021 of approximately $5.1 million. If we continue to expand our business through acquisitions and/or growrevenues organically post-Business Combination, we may cease to be an emerging growth company prior to January 20, 2026.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the exemption fromcomplying with new or revised accounting standards provided in Section 7(a)(2)(B) of the Securities Act as long as we are an emerginggrowth company. An emerging growth company can therefore delay the adoption of certain accounting standards until those standardswould otherwise apply to private companies. The JOBS Act provides that a company can elect to opt out of the extended transitionperiod and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable.We have elected to avail ourselves of such extended transition period, which means that when a standard is issued or revised and it hasdifferent application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standardat the time private companies adopt the new or revised

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standard. This may make comparison of our financial statements with another public company that is neither an emerging growthcompany nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because ofthe potential differences in accounting standards used.

We cannot predict if investors will find our Common Stock or Public Warrants less attractive because we will rely on these exemptions.If some investors find our Common Stock or Public Warrants less attractive as a result, there may be a less active trading market for ourCommon Stock or Public Warrants and more stock price volatility.

Item 1B. Unresolved Staff Comments.

None.

Item 2. Properties.

We operate in a corporate and manufacturing facility in Salt Lake City, Utah consisting of approximately 60,000 square feet. The leaseexpires in May 2033 and has two options to extend the lease for three-year periods. We believe that this facility, which includes office,development, testing and light manufacturing space, will adequately serve our current needs. Should we need additional space, webelieve we will be able to obtain additional space on commercially reasonable terms.

Item 3. Legal Proceedings.

From time to time, we may be subject to legal proceedings. We are not currently a party to or aware of any proceedings that we believewill have, individually or in the aggregate, a material adverse effect on our business, financial condition or results of operations.Regardless of outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of managementresources, and other factors.

Item 4. Mine Safety Disclosures.

Not applicable.

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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

Our Common Stock and Warrants are traded on The Nasdaq Stock Market under the symbols “STRC” and “STRCW,” respectively.

Holders

As of February 15, 2022, there were 117 stockholders of record of our Common Stock and 13 holders of record of our warrants. Suchnumbers do not include DTC participants or beneficial owners holding shares through nominee names.

Dividend Policy

We currently intend to retain all available funds and any future earnings to fund the growth and development of our business. We havenever declared or paid any cash dividends on our capital stock. We do not intend to pay cash dividends to our stockholders in theforeseeable future. Investors should not purchase our Common Stock with the expectation of receiving cash dividends.

Any future determination to declare dividends will be made at the discretion of our board of directors and will depend on our financialcondition, operating results, capital requirements, general business conditions and other factors that our board of directors may deemrelevant.

Securities Authorized for Issuance Under Equity Compensation Plans

See Part III, Item 11 of this Annual Report for the required information.

Recent Sales of Unregistered Securities

In addition to sales of unregistered securities as previously included in our Quarterly Reports on Form 10-Q and our Current Reports onForm 8-K filed with the SEC during the fiscal year ended December 31, 2021, the following list sets forth information regarding allunregistered securities sold by us during the quarterly period ended December 31, 2021:

•On October 13, 2021, we issued and sold an aggregate of 130,283 shares of our Common Stock pursuant to the exercise ofoutstanding options to purchase shares of our Common Stock at exercise prices ranging from $0.02 to $0.43 per share pursuant toexercises of options granted under our 2015 Equity Incentive Plan.

The offers, sales and issuances of the securities described above were exempt from registration under the Securities Act under Section4(a)(2) of the Securities Act in that such sales did not involve a public offering or under Rule 701 in that the transactions were undercompensatory benefit plans and contracts relating to compensation as provided under Rule 701. The recipients of such securities werethe registrant’s employees, consultants or directors and received the securities under our 2015 Equity Incentive Plan. The recipients ofsecurities in each of these transactions represented their intention to acquire the securities for investment only and not with view to orfor sale in connection with any distribution thereof and appropriate legends were affixed to the securities issued in these transactions.

Item 6. [Reserved.]

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with ourconsolidated financial statements and related notes thereto included elsewhere in this Annual Report. In addition to historicalinformation, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties andassumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certainfactors, including those set forth in Part I Item 1A Risk Factors and elsewhere in this Annual Report. See also Part I Special NoteRegarding Forward-Looking Statements in this Annual Report.

Overview

We are a technology leader for industrial highly-dexterous mobile robotic systems for use in dynamic environments. Our mission is tosave lives and prevent injury while helping humans accomplish more than ever before. The robotic systems we are developing aredesigned to combine human intelligence, instinct, and judgment with the strength, endurance, and precision of machines. Thistechnologically advanced line of products augments, rather than replaces, humans.

We plan to offer our Guardian XO and Guardian XT primarily through a Robot-as-a-Service, or RaaS, subscription-based servicemodel that will give customers the convenience of on-going maintenance, support, remote monitoring and software upgrades inaddition to use of our products. We currently do not have any RaaS subscription agreements.

We expect that both our capital and operating expenditures will increase significantly in connection with our ongoing activities, as we:

•continue to develop and begin to commercialize our Guardian XO and XT products;

•develop and collaborate on production systems for manufacturing efforts in-house and by third-parties;

•continue to invest in our technology, research and development efforts and our product development efforts;

•obtain, maintain, and improve our operational, financial and management information systems;

•recruit, hire and retain additional personnel to support and sustain our needs in commercializing our products, producing them anddelivering them to our customers;

•establish a sales, marketing, and distribution infrastructure for commercial distribution and placement of our robotic systems;

•implement and administer our maintenance and servicing infrastructure;

•obtain, maintain and expand our intellectual property portfolio; and

•operate as a public company.

Business Combination

On September 24, 2021 (the “Closing Date”), we consummated a business combination (the “Business Combination”) pursuant to theterms of the Agreement and Plan of Merger, dated as of April 5, 2021, by and among Rotor Acquisition Corp. (“Rotor”), Rotor MergerSub Corp., a Delaware corporation, and a direct, wholly-owned subsidiary of Rotor (“Merger Sub”), and Sarcos Corp., a Utahcorporation (“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 Suband Old Sarcos. Pursuant to the terms of the Merger Agreement, the Business Combination between the Company and Old Sarcos waseffected 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, Rotor changed its name to Sarcos Technology andRobotics Corporation.

The Business Combination was accounted for as a reverse capitalization, with no goodwill or other intangible assets recorded, inaccordance with U.S. GAAP. Under this method of accounting, Rotor is treated as the “acquired” company for financial reportingpurposes. Accordingly, for accounting purposes, the financial statements of the combined entity will represent a continuation of thefinancial statements of Old Sarcos with the Business Combination being treated as the equivalent of Old

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Sarcos issuing stock for the net assets of Rotor, accompanied by a recapitalization. The net assets of Old Sarcos and Rotor are stated athistorical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are those of OldSarcos.

Response to COVID-19

On January 30, 2020, the World Health Organization declared the COVID-19 outbreak a “Public Health Emergency of InternationalConcern” and on March 11, 2020, declared it to be a pandemic. Actions taken around the world to help mitigate the spread ofCOVID-19 include restrictions on travel, quarantines in certain areas and forced closures for certain types of public places andbusinesses. COVID-19 and actions taken to mitigate its spread have had and are expected to continue to have an adverse impact on theeconomies and financial markets of many countries, including the geographical area in which Sarcos operates.

We have taken several actions in response to the COVID-19 pandemic which have the potential to result in a significant disruption tohow we operate our business. Our customers and partners have adopted similar policies. We have experienced, and may continue toexperience, an adverse impact on certain parts of our business as a result of measures to mitigate the COVID-19 pandemic and theirresulting economic effects.

We are currently experiencing disruptions in our supply chain, due in part to the global impact of the COVID-19 pandemic. Dependingupon the duration of the ongoing COVID-19 pandemic and the associated business interruptions, our customers, suppliers,manufacturers and partners may suspend or delay their engagements with us, which could result in a material adverse effect on ourfinancial condition and ability to meet current timelines. In addition, the COVID-19 pandemic has affected and may continue to affectour ability to recruit skilled employees to join our team. The conditions caused by the pandemic have adversely affected and may in thefuture adversely affect, among other things, demand for our products, the ability to test and assess our robotic systems with ourpotential customers, our IT and other expenses, our ability to recruit and the ability of our employees to travel, all of which couldadversely affect our business, results of operations and financial condition. The ultimate duration and extent of the COVID-19pandemic cannot be accurately predicted at this time, and the direct or indirect impact on our business, results of operations andfinancial condition will depend on future developments that are highly uncertain.

We have also experienced, and may continue to experience, certain positive financial impacts on other aspects of our business,including a reduction in certain operating expenses due to reduced business travel, deferred hiring for some positions, and thevirtualization or cancellation of customer and employee events. Additionally, we believe that the COVID-19 pandemic could alsoenhance customer interest in our Guardian products as a means to assist and protect the current labor force and that our products arewell suited to the new working environment as a result of the pandemic.

The global impact of COVID-19 continues to rapidly evolve, and we will continue to monitor the situation and the effects on ourbusiness and operations closely. We do not yet know the full extent of potential impacts on our business or operations. In particular, theeffect of the COVID-19 pandemic may not be fully reflected in our operating results until future periods. Given the uncertainty, wecannot reasonably estimate the impact of the COVID-19 pandemic on our future results of operations, cash flows, or financial condition.

Recent Developments

Acquisition of RE2, Inc.

On March 28, 2022, we filed a current report on form 8-K and press release announcing that we had reached a definitive agreement toacquire RE2, Inc., a Pittsburgh, PA based developer of manipulator arms with human-like performance, intuitive robot interfaces, andadvanced autonomy capabilities for use in any environment. The aggregate consideration for the acquisition of RE2 will beapproximately $100.0 million, subject to customary purchase price adjustments for cash, net working capital and indebtedness. Theconsideration for the acquisition of RE2 will be comprised of approximately $30.0 million in cash, which we expect to fund with cashon hand, and approximately $70.0 million in shares of our common stock. The number of shares of common stock to be issued in theacquisition of RE2 will be based on the volume weighted-average price per share over a 10-day trading period ending on the thirdbusiness day prior to the closing and is subject to a collar, with a floor of $5.00 per share and a ceiling of $9.00 per share. Theacquisition of RE2 is subject to certain customary and other closing conditions, and is expected to close during the second quarter of2022. The results presented below are those of the Company alone and do not include any pro-forma results of RE2.

Key Factors Affecting Operating Results

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We believe that our performance and future success depend on several factors that present significant opportunities for us but also poserisks and challenges, including those discussed below and in Part I Item 1A Risk Factors of this Annual Report on Form 10-K.

Development, Testing and Commercial Launch of the Guardian XO and Guardian XT products

We currently expect to derive revenue from the commercial launch of our Guardian XO and Guardian XT products, with initialproduction of commercial units beginning at the end of 2022 for delivery to customers in early 2023. Such timeline may be delayed,including due to challenges in recruiting skilled employees, difficulties in securing components and materials, development delays,difficulties relating to manufacturing of the units and other factors discussed under Part I Item 1A Risk Factors “Initial production ofcommercial units of our core products, the Guardian XO and Guardian XT, may be delayed beyond the end of 2022 and therefore initialdelivery to customers could be beyond early 2023.” Such challenges may result in further delay of the anticipated commercial launch ofone or more of our products, which would adversely affect our financial and operating results.

Prior to commercialization, we must complete the development, testing and manufacturing requirements of these products. As a result,we will spend a material portion of our cash on hand to develop our products and fund operations for the foreseeable future. Theamount and timing of our future funding requirements, if any, will depend on many factors, including the pace and results of ourproduct development efforts. Any delays in the successful completion of the commercialization of our Guardian XO and Guardian XTproducts will impact our ability to generate revenue, our profitability and our overall operating performance.

Customer Demand

Although our Guardian XO and Guardian XT units are not yet commercially available, we have received interest from potentialcustomers that have tested or witnessed demonstrations of our prototypes and alpha units. However, because our robotic systemsrepresent a new product category in markets that currently rely on conventional, manual systems, the market demand for our products isunproven, and important assumptions about the characteristics of targeted markets, pricing and sales cycle may be inaccurate. Ifcustomer demand does not develop as expected or we do not accurately forecast pricing, adoption rates and sales cycle for ourproducts, our business, results of operations and financial condition will be adversely affected.

We expect to offer our Guardian XO and Guardian XT primarily through a RaaS subscription model, which we believe will driveaccelerated adoption of our product offerings following their commercial launch. We believe the RaaS subscription model will beattractive to our customers and accelerate market adoption of our robotic systems because it will lower the upfront costs of deployment,shift customers’ capital expenditures to operating expenditures, allow customers to more nimbly scale deployments up or down inresponse to market conditions and make our products more accessible to customers of all sizes. However, our RaaS subscription modelis unproven and may fail to gain commercial acceptance. Going forward, we expect the volume of our committed RaaS contracts to bean important indicator of our future performance.

Continued Investment and Innovation

We are a pioneer in the robotic systems industry and benefit from lessons learned over 30 years and more than $300 million in researchand development investment in our proprietary technologies and our extensive patent portfolio. However, our financial performance issignificantly dependent on our ability to maintain this leading position and further dependent on the investments we make in researchand development. It is essential that we continually identify and respond to rapidly evolving customer requirements, develop andintroduce innovative new products, enhance and service existing products and generate active market demand for our robotic systems.If we fail to do this, our market position and revenue may be adversely affected, and our investments into these technologies will not berecovered.

Basis of Presentation

Currently, we conduct business through one operating segment. All long-lived assets are maintained in, and all losses are attributable to,the United States of America. See Note 12, Segment Information, in the accompanying consolidated financial statements for moreinformation about our operating segment.

Components of Results of Operations

Revenues, net

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We derive our revenue from two sources. First, we enter into research and development agreements primarily relating to thecommercialization of our core products. Second, we sell our products and related parts and repair services. Research and developmentservices revenue includes revenue arising from different types of contractual arrangements, including cost-type contracts andfixed-price contracts. Revenue from the sales of our products primarily includes sales of our Guardian S remote-controlled visualinspection and surveillance robotic system and our Guardian Heavy-Lift System (“HLS”).

Research and Development Services

Cost-type contracts – Research, development and/or testing service contracts, including cost-plus-fixed-fee and time and materialcontracts, 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 bythe contract and Federal Acquisition Regulation (“FAR”). The FAR establishes regulations around procurement by the government andprovides guidance on the types of costs that are allowable in establishing prices for goods and services delivered under governmentcontracts. 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 roboticplatforms. Fixed-price development contracts generally require a significant service of integrating a complex set of tasks andcomponents into a single deliverable. Revenue on fixed-price contracts is generally recognized over time as goods and services areprovided. To the extent our actual costs vary from the fixed fee, we will generate more or less profit or could incur a loss. In accordancewith Accounting Standards Codification 606, for fixed price contracts, we will recognize losses at the contract level in earnings in theperiod in which they are incurred.

Product Revenue

Product revenues relate to sales of our Guardian S and Guardian HLS products and certain miscellaneous parts, accessories and repairservices. We provide a limited one-year warranty on product sales. Product warranties are considered assurance-type warranties and arenot considered to be separate performance obligations. Revenue on product sales is recognized at the point in time when ownership ofthe goods is transferred, generally at the time of shipment to the customer. At the time revenue is recognized, an accrual is establishedfor estimated warranty expenses based on historical experience as well as anticipated product performance.

Cost of Revenue

Our cost of revenue consists of direct and overhead expenses related to either the sale of our products or our research and developmentservices related to Small Business Innovation Research (“SBIR”) contracts or subcontract support. Direct expenses include direct laborused in the production of a product or in our research and development services, benefits expense associated with direct labor andmaterials directly tied to our product sale or research and development services. Overhead expenses include allocable supervisory labor,benefits expense associated with supervisory labor, allocation of facilities expense including rent and utilities and allocation of IT laborsupport and equipment. Overhead expenses not allocated to cost of revenue are expensed across research and development, general andadministrative and sales and marketing expenses, as applicable.

Research and Development

Research and development expenses are mainly comprised of costs from the continuing development and refinement of our existingrobotic systems and the continuing research and development costs associated with our future products. These expenses include laborand related benefit expenses, materials and supplies used in our laboratories, patent expenses and related overhead expenses. Ourresearch and development expenses may fluctuate as a percentage of our revenue from period to period due to the timing and extent ofthese expenses.

We expect research and development expenses to increase for the foreseeable future as we continue to develop and refine our existingproducts and further enhance our efforts on our future products, including the Guardian XO and Guardian XT and our CYTAR artificialintelligence platform.

General and Administrative

Our general and administrative expenses consist primarily of employee-related costs for our finance, legal, people success and otheradministrative teams, as well as certain executives. In addition, general and administrative expenses include outside legal,

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accounting and other professional fees, facilities and IT expense not allocated to other operating expense categories, and relatedoverhead expense.

We expect to incur additional general and administrative expenses to support our growth and support the requirements of being apublicly-traded company. Excluding the impact of stock-based compensation expense, we expect that general and administrativeexpenses will increase substantially in absolute dollars in future periods. Our general and administrative expenses may fluctuate as apercentage of our revenue from period to period due to the timing and extent of these expenses.

Sales and Marketing

Our sales and marketing expenses arise from our activities relating to our efforts to market and sell our products and services. Theexpenses consist primarily of labor, benefits and employee-related costs, marketing programs and events, customer service, leadgeneration fees, product marketing expense, public relations fees and travel associated with sales generation and marketing support andrelated overhead expense.

We plan to continue to invest in sales and marketing to grow our customer base and increase our brand awareness. The trend and timingof sales and marketing expenses will depend in part on the timing and launch of our RaaS offerings. As our RaaS deployments grow,we expect that sales and marketing expenses will increase substantially in absolute dollars in future periods; however, we expect oursales and marketing expenses to decrease as a percentage of our revenue over the long term, although our sales and marketing expensesmay fluctuate as a percentage of our revenue from period to period due to the timing and extent of these expenses.

Interest Income (Expense), net

Interest income consists primarily of interest received or earned on our cash balances. Portions of our cash resided in money marketinvestments in U.S. Treasury securities at various points during the year. Interest expense is primarily due to interest paid on leasedequipment used for our software platforms.

Gain on Forgiveness of Notes Payable

Gain on forgiveness of notes payable consists of gains recognized as a result of the forgiveness of our loans received under thePaycheck Protection Program (“PPP”).

Loss on Warrant Liability

Loss on warrant liability consists of the periodic change in fair value of the private placement warrants we assumed as part of theBusiness Combination.

Other Income, net

Other income, net consists primarily of other miscellaneous non-operating items such as the sale or disposal of equipment no longerneeded for the business.

Provision for Income Taxes

Income taxes consist of taxes currently due plus deferred income taxes related primarily to differences between the tax bases andfinancial reporting bases of assets and liabilities. The deferred income taxes represent the future tax return consequences of thosedifferences, which will either be taxable or deductible when the assets and liabilities are recovered or settled.

Results of Operations

Comparison of the Year Ended December 31, 2021, and 2020

Revenue, net

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The following table presents our revenue for the twelve months ended December 31, 2021 and 2020:

Year Ended December 31, 2021 vs. 2020 Change(In thousands) 2021 2020 Change % ChangeResearch and Development Services $ 3,584 $ 6,811 $ (3,227) (47)%Product Revenue 1,491 2,002 (511) (26)%Revenue, net $ 5,075 $ 8,813 $ (3,738) (42)%

Revenue decreased by $3.7 million, or 42%, from $8.8 million in the twelve months ended December 31, 2020, to $5.1 million in thetwelve months ended December 31, 2021, as explained below.

Research and Development Services

Revenue derived from research and development services decreased by $3.2 million, or 47%, from $6.8 million for the twelve monthsended December 31, 2020 to $3.6 million for the twelve months ended December 31, 2021. The decrease was a result of a net changein work efforts for various projects during the comparable periods and a decision to focus only on projects fully aligned with ourproduct commercialization efforts. We expect future revenues from research and development services to fluctuate as we develop ourproducts and narrow our focus to accepting only those development contracts that are fully aligned with our product commercializationefforts.

Product Revenue

Revenue derived from product sales decreased by $0.5 million, or 26%, from $2.0 million for the twelve months ended December 31,2020 to $1.5 million for the twelve months ended December 31, 2021. The decrease in revenue derived from product sales wasprimarily related to lower sales of our Guardian S product during 2021 partially offset by higher sales of our Guardian HLS productduring 2021.

Operating Expenses

The following table presents our operating expenses for the twelve months ended December 31, 2021 and 2020:

Year Ended December 31, 2021 vs. 2020 Change(In thousands) 2021 2020 Change % ChangeOperating expenses:

Cost of revenue $ 3,867 $ 5,602 $ (1,735) (31)%Research and development 17,516 14,117 3,399 24%General and administrative 58,059 7,297 50,762 696%Sales and marketing 6,624 2,796 3,828 137%

Total operating expenses $ 86,066 $ 29,812 $ 56,254 189%

Cost of Revenue

Cost of revenue decreased by $1.7 million, or 31%, from $5.6 million for the twelve months ended December 31, 2020, to $3.9 millionfor the twelve months ended December 31, 2021, driven by a decrease in expense related to the use of direct labor and third-partycontractors as a result of lower revenue during 2021. The decrease in cost of revenue was partially offset by an increase in materialcosts due to increased sales of our Guardian HLS product and increased applied overhead.

Research and Development

Research and development expenses increased by $3.4 million, or 24%, from $14.1 million for the twelve months ended December 31,2020, to $17.5 million for the twelve months ended December 31, 2021. The increase was driven by labor and overhead expense as aresult of additional headcount added during 2021 and increased third-party contractors and professional services expense. We expectour research and development expenses to grow in the future as we continue to develop and commercialize the Guardian XO and XTproduct lines.

General and Administrative

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General and administrative expenses increased by $50.8 million, or 696%, from $7.3 million for the twelve months ended December31, 2020, to $58.1 million for the twelve months ended December 31, 2021. The largest portion of the increase, $41.8 million, is relatedto stock-based compensation expense recognized mainly for RSA and RSU grants that either vested or began vesting upon the closingof the Business Combination. While most of the expenses relating to the Business Combination were treated as a reduction to paid-incapital, general and administrative expenses increased by $1.1 million due to certain professional fees that were not capitalized andwere associated with the Business Combination and subsequent public company compliance. Additionally, general and administrativeexpense increased due to increased business insurance expense, patent and trademark filings expense, rent expense related to our newfacility, and increased labor and recruiting expense from additional headcount.

Sales and Marketing

Sales and marketing expenses increased by $3.8 million, or 137%, from $2.8 million for the twelve months ended December 31, 2020,to $6.6 million for the twelve months ended December 31, 2021. This increase was driven by professional service fees from athird-party vendor utilized in data management of our products and services, from stock-based compensation expense for RSU grantsthat vested upon the closing of the Business Combination and from increased branding, public relations and marketing activities.

Other (Loss) Income

The following table presents other (loss) income for the twelve months ended December 31, 2021 and 2020:

Year Ended December 31, 2021 vs. 2020 Change(In thousands) 2021 2020 Change % ChangeOther (loss) income

Interest income (expense), net $ (34) $ 40 $ (74) (185)%Loss on warrant liability (4,927) — (4,927) *NMGain on forgiveness of notes payable 4,394 — 4,394 *NMOther income, net 51 34 17 50%

Total other (loss) income $ (516) $ 74 $ (590) (797)%

*NM - Not Meaningful

Other (loss) income decreased by $0.6 million for the twelve months ended December 31, 2021 as compared to the prior year, as aresult of the $4.9 million in unrealized mark-to-market loss on warrants partially offset by a $4.4 million gain from the forgiveness ofour PPP loans.

Liquidity and Capital Resources

Prior to the closing of the Business Combination, Old Sarcos financed its operations through private placements of redeemableconvertible preferred stock, from the limited sale of Guardian S units and other commercially available products and by providingresearch and development services under SBIR contracts and as a subcontractor for prime contractors working with the U.S.Department of Defense.

As a result of the Business Combination, we obtained approximately $228.8 million in cash proceeds, net of fees and expenses relatedto the Business Combination, including $220.0 million from the PIPE Financing.

We currently use cash to fund operations and capital expenditures and meet working capital requirements. As of December 31, 2021,we had $217.1 million in cash and cash equivalents. We believe that our cash and cash equivalents on hand will be sufficient to supportoperations, working capital and capital expenditure requirements for at least the next 12 months.

Our future capital requirements will depend on many factors, including our revenue growth rate, our ability to commercialize anddeploy in the market our Guardian XO and Guardian XT products, our decision to outsource manufacturing of our robotic systems ordevelop high volume production manufacturing capabilities in-house, unanticipated supply chain delays, availability of requiredmaterials and components, the extent to which we use capital to support further infrastructure development and research anddevelopment efforts, additional capital expenditures required for existing and new facilities, the expansion of

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sales, marketing, service and maintenance efforts, and the development expenses related to designing and developing of new productcapabilities.

In addition, we may, in the future, enter into arrangements to acquire or invest in complementary businesses, services, and technologies,which may require acquisition capital as well as operational capital for these acquisitions or arrangements. We may be required to seekadditional equity or debt financing to facilitate these arrangements. In the event that additional financing is required from outsidesources, we may not be able to raise it on terms acceptable to us or at all. If we are unable to raise additional capital when desired, ourbusiness, results of operations, and financial condition would be materially and adversely affected.

We expect our operating and capital expenditures to increase as we increase headcount, expand our operations and grow our customerbase. If additional funds are required to support our working capital requirements, acquisitions, or other purposes, we may seek to raisefunds through additional debt or equity financings or from other sources. If we raise additional funds through the issuance of equity orconvertible debt securities, the percentage ownership of our equity holders could be significantly diluted, and these newly issuedsecurities may have rights, preferences or privileges senior to those of existing equity holders. If we raise additional funds by obtainingloans from third parties, the terms of those financing arrangements may include negative covenants or other restrictions on our businessthat could impair our operating flexibility and would also require us to incur additional interest expense. We can provide no assurancethat additional financing will be available at all or, if available, that we would be able to obtain additional financing on terms favorableto us.

As of December 31, 2021, our total minimum lease payments are $16.4 million, of which $1.4 million are due in the next 12 months.Additionally, as of December 31, 2021, we had unconditional purchase commitments of $36.0 million, of which none is due in the nexttwelve months. For detail regarding our lease obligations and unconditional purchase commitments refer to Note 11, Commitments andContingencies, to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

Cash Flows

The following table summarizes our cash flow data for the periods presented:

Year Ended December 31,(In thousands) 2021 2020 Change % ChangeNet cash provided by (used in):

Net cash used in operating activities $ (42,103) $ (16,882) $ (25,221) 149%Net cash used in investing activities (4,688) (950) (3,738) 393%Net cash provided by financing activities 230,241 42,301 187,940 444%

Net increase in cash and cash equivalents $ 183,450 $ 24,469 $ 158,981 650%

Net Cash Used in Operating Activities

Cash flows used in operating activities during the twelve months ended December 31, 2021, increased by $25.2 million to $42.1million from $16.9 million during the same period in 2020. The increase to net cash used in operating activities was primarilyattributable to a $60.6 million increase to net loss, partially offset by increases in stock-based compensation expense and other non-cashexpenses. Additionally, net cash used in operating activities related to changes in operating assets and liabilities increased by $6.1million, driven mainly by increases in prepaid expenses, partially offset by increases in operating liabilities.

Net Cash Used in Investing Activities

Our net cash used in investing activities increased by $3.7 million and is primarily driven by expenditures for the tenant improvementsmade for our new facility.

Net Cash Provided by Financing Activities

Our overall cash provided by financing activities increased by $187.9 million. We received approximately $228.8 million, net ofexpenses and fees in cash proceeds from the Business Combination and PIPE Financing. In comparison Old Sarcos received $39.9million during 2020 from its stock offering. In addition, Old Sarcos received $2.0 million in March 2021 from our second

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PPP loan and received $2.4 million in April 2020 from our first PPP loan. In February 2021, we purchased the non-controlling interestin our subsidiary, ZeptoVision, Inc., for $0.2 million.

Emerging Growth Company Status

Section 102(b)(1) of the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies frombeing required to comply with new or revised financial accounting standards until private companies are required to comply with thenew or revised financial accounting standards. The JOBS Act provides that a company can choose not to take advantage of theextended transition period and comply with the requirements that apply to non-emerging growth companies, and any such election tonot take advantage of the extended transition period is irrevocable.

We are an “emerging growth company” as defined in Section 2(a) of the Securities Act, and has elected to take advantage of thebenefits of the extended transition period for new or revised financial accounting standards. We will remain an emerging growthcompany until the earliest of (i) the last day of the fiscal year in which the market value of Common Stock that is held by non-affiliatesexceeds $700 million as of the end of that year’s second fiscal quarter, (ii) the last day of the fiscal year in which we have total annualgross revenue of $1.07 billion or more during such fiscal year (as indexed for inflation), (iii) the date on which we have issued morethan $1 billion in non-convertible debt in the prior three-year period or (iv) December 31, 2025, and we expect to continue to takeadvantage of the benefits of the extended transition period, although we may decide to early adopt such new or revised accountingstandards to the extent permitted by such standards. This may make it difficult or impossible to compare our financial results with thefinancial results of another public company that is either not an emerging growth company or is an emerging growth company that haschosen not to take advantage of the extended transition period exemptions because of the potential differences in accounting standardsused.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which havebeen prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates and judgmentsthat affect the reported amounts of assets and liabilities and related disclosure of contingent assets and liabilities, revenue and expensesat the date of the financial statements. Generally, we base our estimates on historical experience and on various other assumptions inaccordance with GAAP that we believe to be reasonable under the circumstances. Actual results may differ from these estimates.

Critical accounting policies and estimates are those that we consider the most important to the portrayal of our financial condition andresults of operations because they require our most difficult, subjective or complex judgments, often as a result of the need to makeestimates about the effect of matters that are inherently uncertain. Our critical accounting policies and estimates include those related to:

Revenue Recognition

We recognize revenue from the sale of our robotic systems and from contractual arrangements to perform research and developmentservices that are fully funded by our customers. We recognize revenue when promised goods or services are transferred to customers inan amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. Revenue fromresearch and development services is recognized over time as products and services are provided. For fixed priced contracts wemeasure progress toward satisfaction of performance obligations using costs incurred to date relative to total estimated costs(“cost-to-cost”). Research and development contracts may last multiple years and estimation of the total transaction price and expectedcost requires management’s judgment. Based on the nature of the Company’s research and development contracts, the work to beperformed is often complex and may involve new processes, procedures, and tasks which creates uncertainty in estimating contractcosts. All estimates impacting revenue recognition, including estimates of total expected costs, or Estimates at Completion (“EACs”),are reviewed on a periodic basis, at least quarterly.

For those performance obligations for which revenue is recognized using a cost-to-cost input method, changes in total estimated costs,and related progress towards complete satisfaction of the performance obligation, are recognized on a cumulative catch-up basis in theperiod in which the revisions to the estimates are made. Changes in judgments with respect to these assumptions and estimates couldimpact the timing or amount of revenue recognition.

Stock-Based Compensation

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We use the fair value approach to account for stock-based compensation in accordance with current accounting guidance and recognizestock-based compensation expenses over the period the recipient is required to provide service in exchange for the award. TheBlack-Scholes option pricing model is used to estimate the fair value of stock options, which requires the use of a number ofassumptions, including expected volatility, expected life, risk-free interest rate and expected dividends. The fair value of restricted stockgrants is based on the closing market price of our stock on the date of grant less the expected dividend yield. For awards with marketbased vesting conditions, we estimate the grant date fair value using a Monte-Carlo simulation model or other similar valuation model.These models require the use of assumptions such as the risk-free rate, expected volatility, expected dividends and the correlationcoefficient. As we accumulate additional employee stock-based awards data over time and as we incorporate market data related to ourcommon stock, we may calculate significantly different volatilities and expected lives, which could materially impact the valuation ofour stock-based awards and the stock-based compensation expense that we will recognize in future periods.

Recent Accounting Pronouncements

See Note 1, Basis of Presentation and Summary of Significant Accounting Policies, to consolidated financial statements includedelsewhere in this Annual Report on Form 10-K for recently adopted accounting pronouncements and recently issued accountingpronouncements not yet adopted as of the date of this Annual Report on Form 10-K.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the informationotherwise required under this item.

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Item 8. Financial Statements and Supplementary Data.

Index to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm (PCAOB: 42) 65Consolidated Balance Sheets 66Consolidated Statements of Operations and Comprehensive Loss 67Consolidated Statements of Cash Flows 68Consolidated Statements of Stockholders’ Equity 69Notes to Consolidated Financial Statements 70

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Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Sarcos Corp. and Subsidiaries

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Sarcos Technology and Robotics Corp. (the Company) as ofDecember 31, 2021 and 2020, the related consolidated statements of operations and comprehensive loss, stockholders' equity and cashflows for each of the two years in the period ended December 31, 2021, and the related notes (collectively referred to as the“consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, thefinancial position of the Company at December 31, 2021 and 2020, and the results of its operations and its cash flows for each of thetwo years in the period ended December 31, 2021 in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on theCompany’s financial statements based on our audits. We are a public accounting firm registered with the Public Company AccountingOversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit toobtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. TheCompany is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part ofour audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressingan opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to erroror fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidenceregarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles usedand significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believethat our audits provide a reasonable basis for our opinion.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2020.

Salt Lake City, Utah

March 29, 2022

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SARCOS TECHNOLOGY AND ROBOTICS CORPORATIONCONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

As ofDecember 31, 2021 December 31, 2020

(Notes 1 & 5)AssetsCurrent assets:

Cash and cash equivalents $ 217,114 $ 33,664Accounts receivable 788 1,051Unbilled receivables 221 219Inventories, net 1,006 707Prepaid expenses and other current assets 9,202 693

Total current assets 228,331 36,334Property and equipment, net 7,051 1,425Other non-current assets 441 292Total assets $ 235,823 $ 38,051Liabilities and stockholders’ equityCurrent liabilities:

Accounts payable $ 1,681 $ 972Accrued liabilities 4,480 1,255Notes payable, current — 1,328

Total current liabilities 6,161 3,555Notes payable, net of current — 1,066Warrant liabilities 13,701 —Other non-current liabilities 1,999 526

Total liabilities 21,861 5,147Commitments and contingencies (Note 11)Stockholders’ equity:

Common stock, $0.0001 par value, 990,000,000 and 133,312,415 shares authorized as ofDecember 31, 2021, and December 31, 2020; 137,722,658 and 104,039,354 shares issued andoutstanding as of December 31, 2021, and December 31, 2020, respectively 14 10

Additional paid-in capital 359,439 96,880Accumulated deficit (145,491) (63,983)Total Sarcos Technology and Robotics Corporation stockholders’ equity 213,962 32,907

Noncontrolling interests — (3)Total stockholders’ equity 213,962 32,904Total liabilities and stockholders’ equity $ 235,823 $ 38,051

See accompanying notes to the consolidated financial statements.

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SARCOS TECHNOLOGY AND ROBOTICS CORPORATIONCONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(in thousands, except share and per share data)

Year Ended December 31,2021 2020

Revenue, net $ 5,075 $ 8,813Operating expenses:

Cost of revenue 3,867 5,602Research and development 17,516 14,117General and administrative 58,059 7,297Sales and marketing 6,624 2,796

Total operating expenses 86,066 29,812Loss from operations (80,991) (20,999)Interest (expense) income, net (34) 40Loss on warrant liability (4,927) —Gain on forgiveness of notes payable 4,394 —Other income, net 51 34Loss before provision for income taxes (81,507) (20,925)Provision for income taxes (1) (1)Net loss and comprehensive loss (81,508) (20,926)Net loss attributable to common stockholders $ (81,508) $ (20,926)Net loss per share attributable to common stockholders:

Basic and diluted $ (0.72) $ (0.21)Weighted-average shares used in computing net loss per shareattributable to common stockholders

Basic and diluted 113,184,357 100,114,664

See accompanying notes to the consolidated financial statements.

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SARCOS TECHNOLOGY AND ROBOTICS CORPORATIONCONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

Year Ended December 31,2021 2020

Cash flows from operating activities:Net loss $ (81,508) $ (20,926)Adjustments to reconcile net loss to net cash used in operating activities:

Stock-based compensation 43,118 2,291Depreciation 531 458Change in fair value of warrant liability 4,927 —Gain on forgiveness of notes payable (4,394) —

Changes in operating assets and liabilitiesAccounts receivable 263 (135)Unbilled receivable (2) 649Inventories (299) 441Prepaid expenses and other current assets (8,082) (144)Other non-current assets (148) (163)Accounts payable 244 (320)Accrued liabilities 2,646 592Deferred revenue (27) (143)Deferred rent 1,004 —Other non-current liabilities (376) 518

Net cash used in operating activities (42,103) (16,882)Cash flows from investing activities:

Purchases of property and equipment (4,688) (950)Net cash used in investing activities (4,688) (950)Cash flows from financing activities:

Proceeds from issuance of common stock and warrants — 39,867Proceeds from notes payable 2,000 2,394Proceeds from exercise of stock options 26 124Acquisition of common stock for tax withholding obligations (284) —Purchase of non-controlling interest (200) —Payment of obligations under capital leases (89) (84)Proceeds from PIPE 220,000 —Proceeds from Merger 25,359 —Payments for transaction costs (16,571) —

Net cash provided by financing activities 230,241 42,301Net increase in cash, cash equivalents 183,450 24,469Cash, cash equivalents at beginning of period 33,664 9,195Cash, cash equivalents at end of period $ 217,114 $ 33,664Supplemental disclosure of cash flow information:Cash paid for interest $ 11 $ 1Cash paid for income taxes $ 2 $ 1Supplemental disclosure of non-cash financing and investing activities:Issuance of common stock warrants $ — $ 1,220Purchases of property and equipment included in accounts payable at period-end $ 605 $ 28Purchase of property and equipment under capital leases $ — $ 303Vesting of founder shares subject to repurchase $ — $ 75Leasehold improvements paid by lessor $ 988 $ —Unpaid transaction costs $ 148 $ —Assumption of warrant liabilities $ 8,774 $ —

See accompanying notes to the consolidated financial statements.

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SARCOS TECHNOLOGY AND ROBOTICS CORPORATIONCONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands, except share data)Convertible Preferred Stock Common Stock Additional Total

Series A Series B Class A Class B Paid-In Accumulated Noncontrolling Stockholders’Shares Amount Shares Amount Shares Amount Shares Amount Capital Deficit Interests Equity

Balance at December 31, 2019 5,421,446 $ 5 3,158,338 $ 3 109,536 $ — 7,250,001 $ 7 $ 54,518 $ (43,057) $ (3) $ 11,473Retroactive application of reverse recapitalization (5,421,446) (5) (3,158,338) (3) 81,646,769 8 (7,250,001) (7) 7 — — —Balance, December 31, 2019, as adjusted

— — — — 81,756,305 8 — — 54,525 (43,057) (3) 11,473Vesting of founder shares subject to repurchase

— — — — 3,846,917 — — — 75 — — 75Issuance of common stock, net of issuance cost

— — — — 18,117,573 2 — — 38,645 — — 38,647Issuance of common stock warrants

— — — — — — — — 1,220 — — 1,220Stock-based compensation

— — — — — — — — 2,291 — — 2,291Exercise of stock options

— — — — 318,559 — — — 124 — — 124Net loss

— — — — — — — — — (20,926) — (20,926)Balance at December 31, 2020

— — — — 104,039,354 10 — — 96,880 (63,983) (3) 32,904Purchase of non-controlling interest

— — — — — — — — (203) — 3 (200)Cashless exercise of common stock and warrants

— — — — 999,185 — — — — — — —Issuance of common stock upon Merger, net oftransaction costs — — — — 10,525,990 1 — — (95) — — (94)Issuance of PIPE shares

— — — — 22,000,000 2 — — 219,998 — — 220,000Shares withheld on vesting of restricted stock

— — — — — — — — (284) (284)Stock-based compensation

— — — — — — — — 43,118 — — 43,118Exercise of stock options

— — — — 158,129 1 — — 25 — — 26Net loss

— — — — — — — — — (81,508) — (81,508)Balance at December 31, 2021

— $ — — $ — 137,722,658 $ 14 — $ — $ 359,439 $ (145,491) $ — $ 213,962

See accompanying notes to the consolidated financial statements.

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SARCOS TECHNOLOGY AND ROBOTICS CORPORTATIONNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation and Summary of Significant Accounting Policies

Description of the Business

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

Business Combination

On September 24, 2021 (the “Closing Date”), the Company consummated a 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 Acquisition Corp.(“Rotor”), Rotor Merger Sub Corp., a Delaware corporation, and a direct, wholly-owned subsidiary of Rotor (“Merger Sub”), andSarcos 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 OldSarcos was effected through the merger of Merger Sub with and into Old Sarcos, with Old Sarcos continuing as the survivingcorporation (the “Merger”) and a wholly-owned subsidiary of the Company. On the Closing Date, Rotor changed its name to SarcosTechnology and Robotics Corporation.

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

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

•All outstanding options, restricted stock units (“RSUs”) and restricted stock awards (“RSAs”) of Old Sarcos, whether vested orunvested, were assumed by the Company and converted into options, RSUs and RSAs of the Company;

In addition, each holder of Old Sarcos capital stock (including any Old Sarcos RSAs) was entitled to a right to Contingent MergerConsideration 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 “PIPEFinancing”), in a private placement pursuant to separate subscription agreements (each, a “Subscription Agreement”) entered intoeffective as of April 5, 2021.

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

Basis of Presentation and Consolidation

The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accountingprinciples (“GAAP”). The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries.All intercompany accounts and transactions have been eliminated in consolidation. Certain prior year amounts have been reclassified toconform to current year presentation. The Company’s fiscal year begins on January 1 and ends on December 31.

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COVID-19 Pandemic

In March 2020, the World Health Organization declared the outbreak of COVID-19 a pandemic. Modifications continue to be made tothe Company’s normal operations because of the COVID-19 pandemic and the Company continues to monitor its operations andgovernment recommendations. Travel restrictions and capacity limits at customer locations imposed in response to the COVID-19pandemic continue to cause delays in the assessment and deployment of the Company’s products. Although it is widely expected thatthe impact of the pandemic will subside over time, the Company cannot predict the future extent or duration of the impact that theCOVID-19 pandemic will have on its financial condition and operations. The impact of the COVID-19 pandemic on the Company’sfinancial performance will depend on future developments, including the duration and spread of the outbreak and related governmentaladvisories and restrictions. If the financial markets and/or the overall economy continue to be impacted for an extended period, theCompany’s operations and financial results may be adversely affected.

Use of Estimates

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

Liquidity and Capital Resources

Cash and cash equivalents were $217.1 million as of December 31, 2021, compared to $33.7 million as of December 31, 2020. TheCompany has historically incurred losses and negative cash flows from operations. As of December 31, 2021, the Company also had anaccumulated deficit of approximately $145.5 million and working capital of $222.2 million.

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

On September 24, 2021, the Company completed the Business Combination and raised net cash proceeds of $228.8 million, net oftransaction costs. The Company believes it has sufficient financial resources for at least the next 12 months from the date of thisReport.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash, cash equivalents, accountsreceivable and unbilled receivables. The Company’s cash is placed with high-credit-quality financial institutions and issuers, and attimes exceed federally insured limits. The Company has not experienced any losses relating to its cash equivalents.

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

Accounts receivable

As of December 31, 2021, one of our customers accounted for more than 10% of the Company’s accounts receivable, which in totalrepresented 81% of the accounts receivable as of the end of the year. As of December 31, 2020, five customers each accounted formore than 10% of the Company’s accounts receivable, which in total represented 97% of the accounts receivable as of the end of theyear.

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Revenue

Five and three customers accounted for more than 10% of the Company’s revenue for each of the years ended December 31, 2021 and2020, respectively. These concentrations accounted for 87% and 64% of revenue for the years ended December 31, 2021 and 2020,respectively. The total amount of revenue for each such customer was as follows:

(In thousands) 2021 2020Customer A $ 1,685 $ 2,222Customer B 630 2,156Customer C *NM 1,066Customer D 928 *NMCustomer E 602 *NMCustomer F 555 *NM

*NM - Not meaningful as the customer’s related revenue was less than 10% of the Company’s revenue for the respective year.

Cash and Cash Equivalents

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

Accounts Receivable

Receivables are recorded at the amount the Company expects to collect. Management determines the need for an allowance fordoubtful receivables using a specific identification method after taking into account all of its remedies for collection. Account balancesare charged off against the allowance after all means of collection have been exhausted and the potential for recovery is consideredremote. Recoveries of receivables previously written off are recorded when payment is received as other income. Managementdetermined no allowance for doubtful receivables was necessary as of December 31, 2021 and 2020. Receivables are comprised ofamounts invoiced for completed contracts and contracts in progress. As of December 31, 2021 and 2020, no amounts have been writtenoff or provided for recoverability.

Inventories

Inventories primarily consist of raw materials, work-in-process and finished goods. Inventories are stated at the lower of cost orestimated net realizable value. Costs are computed on the first-in, first-out basis and include material, labor and manufacturingoverhead. Adjustments are also made to reduce the cost of inventory for estimated excess or obsolete balance by evaluating inventoryagainst forecasted revenue and production requirements.

Property and Equipment

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

Useful lifeRobotics and manufacturing equipment 1 – 10 yearsComputer equipment 3 – 5 yearsSoftware 3 yearsFurniture and fixtures 3 yearsLeasehold improvements Lesser of the useful life or the

remaining term of the lease

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

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Impairment of Property and Equipment

The Company evaluates on an annual basis its property and equipment for indicators of possible impairment when events or changes incircumstances indicate the carrying amount of an asset may not be recoverable. Impairment exists if the carrying amounts of suchassets exceed the estimates of future net undiscounted cash flows expected to be generated by such assets. No impairment loss wasrecognized during the years ended December 31, 2021 and 2020.

Revenue RecognitionThe Company recognizes revenue from the sale of its products and from the delivery of goods and services arising out of its contractualarrangements to provide research and development services that are fully funded by the customer. The Company recognizes revenuewhen promised goods or services are transferred to customers in an amount that reflects the consideration to which the Companyexpects 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 contractwith a customer that defines each party’s rights and obligations regarding the products and services to be transferred and identifies thepayment terms related to these products and services, (ii) the contract has commercial substance and (iii) the Company determines thatcollection of substantially all consideration for products and services that are transferred is probable based on the customer’s intent andability to pay the promised consideration. Contract modifications may include changes in scope of work, and/or the period ofcompletion of the project. The Company analyzes contract modifications to determine if they should be accounted for as a modificationto 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 productsand services, which are either capable of being distinct and accounted for as separate performance obligations or as one performanceobligation if the majority of tasks and services form a single project or capability. However, determining whether products or servicesare 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 beentitled to 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 theonset of the arrangement as long as it is probable that a significant reversal in the amount of cumulative revenue recognized will notoccur when the uncertainty associated with the variable consideration is subsequently resolved. The Company’s current contracts do notinclude any significant financing components because the timing of the transfer of the underlying products and services under contractare at the customers’ discretion. Additionally, the Company does not adjust the promised amount of consideration for the effects of asignificant financing component if the Company expects, at contract inception, that the period between when the Company transfers apromised good or service to a customer and when the customer pays for that good or service will be one year or less. Taxes collectedfrom 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 theCompany expects to be entitled in exchange for transferring the good(s) or service(s) to the customer. If applicable, the Companyallocates the transaction price to each performance obligation identified in the contract on a relative standalone selling price basis. Thestandalone selling price represents the amount we would sell the good(s) or service(s) to a customer on a standalone basis. For thegovernment contracts, the Company uses expected cost plus a margin as standalone selling price. Because our contract pricing with thegovernment customer is based on expected cost plus margin the standalone selling price of the good(s) or service(s) in our contractswith the government customer are typically equal to the selling price stated in the contract. When we sell standard good(s) or service(s)with observable standalone sale transactions, the observable standalone sales transactions are used to determine the standalone sellingprice.

5) Recognize revenue when or as the Company satisfies a performance obligation: For each performance obligation identified, wedetermine at contract inception whether we satisfy the performance obligation over time or at a point in time. For performanceobligations satisfied over time, revenue is recognized as work progresses when the Company is entitled to the reimbursement of costsplus a reasonable profit for work performed for which the Company has no alternate use. For these performance obligations, theCompany generally recognizes revenue using an input method with revenue amounts being recognized proportionately as costs areincurred relative to the total expected costs to satisfy the performance obligation. The Company believes that costs incurred as a portionof total estimated costs is an appropriate measure of progress towards

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satisfaction of the performance obligation since this measure reasonably depicts the progress of the work effort. Revenue forperformance 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 intime when the customer can direct the use of, and obtain the benefits from, the products and services. Shipping and handling costs arerecorded at the time of product shipment to the customer and are included within revenue.

Revenues from Contracts with Customers

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

Research and Development Services

Cost-type contracts – Research, development and/or testing service contracts, including cost-plus-fixed-fee and time and materialcontracts, 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 bythe contract and Federal Acquisition Regulation (“FAR”). The FAR establishes regulations around procurement by the government andprovides guidance on the types of costs that are allowable in establishing prices for goods and services delivered under governmentcontracts. 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 roboticplatforms. Fixed-price development contracts generally require a significant service of integrating a complex set of tasks andcomponents into a single deliverable. Revenue on fixed-price contracts is generally recognized over time as goods and services areprovided. 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 revenues relate to sales of the Company’s Guardian S and Guardian HLS products, and certain miscellaneous parts, accessoriesand repair services. The Company provides a limited one-year warranty on product sales. Product warranties are consideredassurance-type warranties and are not considered to be separate performance obligations. Revenue on product sales is recognized at thepoint in time when ownership of the goods is transferred, generally at the time of shipment to the customer. At the time revenue isrecognized, an accrual is established for estimated warranty expenses based on historical experience as well as anticipated productperformance.

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

December 31,(In thousands) 2021 2020Research and Development Services $ 3,584 $ 6,811Product Revenue 1,491 2,002

Revenue, net $ 5,075 $ 8,813

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 consolidated balance sheets.

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

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

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

(In thousands)Accountsreceivable

Unbilledreceivable

Contractassets

(current)

Contractassets

(long-term)

Deferredrevenue(current)

Opening Balance as of December 31, 2019 $ 916 $ 868 $ 195 $ 110 $ 200Increase/(decrease), net 135 (649) (102) (17) (143)Ending Balance as of December 31, 2020 1,051 219 93 93 57Increase/(decrease), net (263) 2 1 (57) (27)Ending Balance as of December 31, 2021 $ 788 $ 221 $ 94 $ 36 $ 30

The Company recorded its current contract assets, long-term contract assets and current deferred revenue within prepaid expenses andother current assets, other non-current assets, and accrued liabilities, respectively. For the deferred revenue balance, during the yearsended December 31, 2021 and 2020, the Company recognized revenue of $0.1 million and $0.2 million, respectively, in theconsolidated statements of operations and comprehensive loss.

Remaining performance obligations

As of December 31, 2021, the Company had backlog, or revenue related to remaining performance obligations, of $1.8 million. Weexpect that all of this backlog will be recognized in 2022.

Research and Development Costs

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

Sales and Marketing Costs

The Company expenses advertising costs as incurred. Marketing costs include product demonstration, customer service, leadgeneration, public relations, market research and internal labor in the consolidated statements of operations and comprehensive loss.

Stock-Based Compensation

The Company calculates the fair value of all stock-based awards, including stock options and restricted stock awards on the date ofgrant. The Company values stock options using the Black-Scholes option-pricing model, which requires the use of a number ofassumptions, including expected volatility, expected life, risk-free interest rate and expected dividends. The stock-based compensationexpense is recognized on a straight-line basis over the requisite service periods of the awards, which is generally four years. TheCompany records forfeitures as they occur.

Income Taxes

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

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Recently Issued Accounting Standard Pronouncements

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

In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02 regarding Accounting StandardsCodification (“ASC”) 842 Leases. The amendments in this guidance require balance sheet recognition of lease assets and leaseliabilities by lessees for leases classified as operating leases, with an optional policy election to not recognize lease assets and leaseliabilities for leases with a term of 12 months or less. The amendments also require new disclosures, including qualitative andquantitative requirements, providing additional information about the amounts recorded in the consolidated financial statements. Theamendments require a modified retrospective approach with optional practical expedients. In July 2018, the FASB issued ASU2018-11, Leases (Topic 842): Targeted Improvements. ASU 2018-11 provides entities another option for transition, allowing entities tonot apply the new standard in the comparative periods they present in their consolidated financial statements in the year of adoption. InJune 2020, the FASB Issued ASU 2020-05, Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): EffectiveDates for Certain Entities (“ASU 2020-05”). The update defers the initial effective date of ASU 2016-02 by one year for privatecompanies and private non-for-profits. For these entities, the effective date is for fiscal years beginning after December 15, 2021, andinterim periods within fiscal years beginning after December 15, 2022. The Company will present the impact of the new guidance in itsannual statements as of December 31, 2022 and its interim statements thereafter. The Company is currently in the process of evaluatingthe impact adopting ASC 842 will have on its 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 onFinancial Instruments. The new standard requires financial assets measured at amortized cost be presented at the net amount expectedto be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The standard will be effective forthe Company beginning January 1, 2023, with early application permitted. The Company does not expect adoption of this newguidance to have a material impact on its results of operations, financial condition and financial statement disclosures.

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes(“ASU 2019-12”). ASU 2019-12 is intended to simplify the accounting for income taxes by removing certain exceptions to the generalprinciples and to simplify areas such as franchise taxes, step up in tax basis goodwill, separate entity financial statements and interimrecognition of enactment of tax laws or rate changes. The ASU is effective for the Company beginning January 1, 2022. The Companydoes not expect the adoption of this standard to have a material impact on its consolidated financial statements.

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 pricepaid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction betweenmarket participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observableinputs and minimize the use of unobservable inputs. The fair value hierarchy defines a three-level valuation hierarchy for disclosure offair 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 foridentical 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 themeasurement date, such as an option pricing model, discounted cash flow, or similar technique.

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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, namely its warrant liabilities and cashequivalents, at fair value. The fair value of the Company’s financial assets and liabilities measured at fair value on a recurring basis wasdetermined using the following inputs:

As of December 31, 2021(In thousands) Level 1 Level 2 Level 3 Fair ValueLiabilities:

Warrant liability $ — $ — $ 13,701 $ 13,701Total liabilities $ — $ — $ 13,701 $ 13,701

As of December 31, 2020(In thousands) Level 1 Level 2 Level 3 Fair ValueAssets:Cash equivalents:

Money market funds $ 31,726 $ — $ — $ 31,726Total assets $ 31,726 $ — $ — $ 31,726

Cash equivalents consist primarily of money market funds with original maturities of three months or less at the time of purchase, andthe carrying amount is a reasonable estimate of fair value. There were no transfers between fair value measurements levels during theyears ended December 31, 2021 and 2020.

The table below sets forth a summary of changes in the fair value of the Company’s Level 3 warrants for the year ended December 31,2021:

(In thousands)Balance at December 31, 2020 $ —

Initial recognition of warrants 8,774Increase in fair value of warrants 4,927

Balance at December 31, 2021 $ 13,701

The carrying amounts of accounts payable, accrued expenses and notes payable approximate their fair values because of the relativelyshort periods until they mature or are required to be settled.

3. Balance Sheet Components

Inventories, net

Inventories, net consist of the following:

(In thousands) December 31, 2021 December 31, 2020Raw materials $ 458 $ 516Work-in-process 41 100Finished goods, net 507 91

Total inventories $ 1,006 $ 707

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The Company had inventory reserves of $0.3 million and $0.1 million for the years ended December 31, 2021 and 2020, respectively.

Prepaid expenses and other current assets

Prepaid expenses and other current assets consist of the following:

(In thousands) December 31, 2021 December 31, 2020Prepaid insurance $ 4,786 $ 34Software 4,144 287Other prepaid expense 171 279Other assets 101 93

Total prepaid expenses and other current assets $ 9,202 $ 693

Property and equipment, net

Property and equipment, net consist of the following:

(In thousands) December 31, 2021 December 31, 2020Robotics and manufacturing equipment $ 876 $ 659Leasehold improvements 3,890 154Computer equipment 1,270 568Capital leased computer equipment 271 386Software 355 359Other fixed assets 753 147Construction in progress 872 141

Property and equipment, gross 8,287 2,414Accumulated depreciation and amortization (1,236) (989)

Property and equipment, net $ 7,051 $ 1,425

Depreciation expenses were $0.5 million and $0.5 million for the years ended December 31, 2021 and 2020, respectively. Amortizationof assets under capital leases is included as part of depreciation expense.

Accrued liabilities

Accrued liabilities consist of the following:

(In thousands) December 31, 2021 December 31, 2020Payroll and related costs $ 2,511 $ 934Consulting and professional services 406 125Legal accrual 520 —Other current liabilities 1,043 196

Total accrued liabilities $ 4,480 $ 1,255

Other non-current liabilities

Other non-current liabilities consist of the following:

(In thousands) December 31, 2021 December 31, 2020Payroll and related costs $ — $ 286Capital leases and other 7 240Deferred rent 1,992 —

Total other non-current liabilities $ 1,999 $ 526

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4. Notes Payable

Paycheck Protection Program Loan

Old Sarcos received two unsecured loans under the Paycheck Protection Program (“PPP”) administered by the Small BusinessAdministration, pursuant to the Coronavirus Aid, Relief, and Economic Security Act. The first loan, with a principal amount of $2.4million, was received in April 2020, and the second loan, with a principal amount of $2.0 million, was received in March 2021. ThesePPP 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 PPPloan of $2.0 million was forgiven during November 2021. The forgiveness of these PPP loans resulted in gains of $4.4 million duringthe year ended December 31, 2021, which were recorded as gain on forgiveness of notes payable within the consolidated statements ofoperations and comprehensive loss.

Notes payable consisted of the following:

(In thousands)December 31,

2021December 31,

2020First PPP loan $ — $ 2,394Total Notes payable — 2,394Less: Notes payable, current portion — 1,328Notes payable, net of current portion $ — $ 1,066

5. Reverse Recapitalization

Pursuant to ASC 805, Business Combinations, the Business Combination was accounted for as a reverse recapitalization, rather than abusiness 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 reverserecapitalization 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 andearnings per share available for common stockholders, prior to the Merger, have been retroactively restated as shares reflecting theExchange Ratio.

Earn-Out Shares

Each holder of Old Sarcos capital stock (including any Old Sarcos RSAs) is entitled to a right to Contingent Merger Consideration inthe 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 ofthe Company is equal to or exceeds $15.00 for 20 trading days in any 30 consecutive trading day period at any time during theperiod 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 isequal to or exceeds $20.00 for 20 trading days in any 30 consecutive trading day period at any time during the period beginning onthe 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 inadditional paid-in capital, and the Earn-Out Shares issuable to holders of Old Sarcos capital stock subject to restricted stock awards areaccounted for as share-based compensation. The earn-out shares are treated as equity-linked instruments as opposed to sharesoutstanding, and as such are not included in shares outstanding on the Company’s consolidated balance sheets.

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Upon the closing of the Business Combination and the PIPE Financing, the Company received net cash proceeds of $228.8 million.The following table reconciles the elements of the Merger to the consolidated statements of cash flows and the consolidated statementsof stockholders’ equity for the year ended December 31, 2021:

(In thousands) RecapitalizationCash proceeds from Rotor, net of redemptions and transaction expenses $ 25,359Cash proceeds from PIPE Financing 220,000Less: Cash payment of transaction expenses - Sarcos (16,571)Net Cash proceeds from Merger and PIPE financing 228,788Less: Warrant liabilities assumed (8,774)Less: Other non-cash net assets assumed 40Less: Unpaid and previously expensed Merger transaction costs (148)Net contributions from recapitalization $ 219,906

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

Number of SharesRotor Class A Common Stock, outstanding prior to Merger 27,600,000Rotor Class B Common Stock, outstanding prior to Merger 6,405,960Class A common stock issued to PIPE Investors 22,000,000Less: redemption of Rotor Common Stock (23,479,970)Total shares from Merger and PIPE financing 32,525,990Recapitalization of Old Sarcos common stock into Class A common stock1 105,063,285Total shares of Common Stock immediately after the Effective Time 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 Stockand preferred stock outstanding immediately prior to the closing of the Business Combination, which are presented net of the Commonand Preferred Stock redeemed, converted at the Exchange Ratio of 5.129222424. This excludes a restricted stock award for 5,129,222shares that was unvested as of the date of the Merger. All fractional shares were rounded down.

In connection with the Merger, the Company incurred direct and incremental costs of approximately $32.9 million related to legal,accounting and other professional fees, which were deducted from the Company’s additional paid-in capital as a reduction of cashproceeds rather than expensed as incurred and $1.1 million of transaction costs that were recorded to operating expenses within theconsolidated statements of operations and comprehensive loss.

6. Equity

Common Stock

On September 27, 2021, the Company’s Common Stock and Warrants began trading on the Nasdaq Global Market under the tickersymbols “STRC” and “STRCW”, respectively.

As of December 31, 2021, the Company had authorized a total of 990,000,000 shares for issuance as Common Stock. As of December31, 2021, 137,722,658 shares of Common Stock were issued and outstanding.

In September 2016, the founders of Old Sarcos granted Old Sarcos a purchase right for 4,000,000 shares of Class B common stock ofOld Sarcos originally purchased by the founders in 2015. Old Sarcos had an exclusive option to repurchase unvested shares of Class Bcommon stock at a price per share equal to the original issue price per share in the event that the founder’s relationship with Old Sarcoswas terminated. The repurchase right for the 4,000,000 shares lapsed in equal monthly amounts over 48 months ending in September2020. The fair value of the repurchase rights were categorized as Class B common stock options at the date the repurchase rights weregranted, based on the fair market value on the grant date. These repurchase rights were recorded as stock-based compensation expenseon a straight-line basis over the vesting period and were recorded to general and administrative expense within the consolidatedstatements of operations and comprehensive loss. For the year ended December 31, 2020, the amount of stock-based compensationrecognized related to the founder stock options was $1.5 million. For the year ended December 31, 2021, no shares of Class B CommonStock were subject to the repurchase option and there was no unrecognized amount of stock-based compensation remaining. Upon theclosing of the Merger, holders of

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outstanding Class B common stock of Old Sarcos received shares of the Company’s Common Stock in an amount determined byapplication of the Exchange Ratio, as discussed in Note 1, Basis of Presentation and Summary of Significant Accounting Policies.

Preferred Stock

As of December 31, 2021, the Company had authorized a total of 10,000,000 shares for issuance as preferred stock. The Company’sboard of directors has the authority to issue preferred stock and to determine the rights, privileges, preferences, restrictions and votingrights of those shares. As of December 31, 2021, the Company had no shares of preferred stock outstanding as all preferred stock ofOld Sarcos had been converted to Common Stock as part of the Business Combination.

Non-controlling Interest

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

On February 16, 2021, the Company acquired the non-controlling interest’s shares in Zepto for a purchase price of $0.2 million makingZepto a wholly owned subsidiary of the Company. The acquisition of the remaining shares of Zepto resulted in the decrease ofnon-controlling interest to zero and adjustment to additional paid-in capital to reflect the Company’s increased ownership in Zepto.

7. Warrants

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

Old Sarcos estimated the fair value of these warrants using the Black-Scholes option valuation model based on the estimated fair valueof the underlying Common Stock, with the following assumptions: remaining contractual term of ten years, risk-free interest rate of3.05%, volatility of 85% and no dividend yield. These estimates, especially the market value of the underlying Common Stock and therelated expected volatility, are judgmental and could differ materially in the future. Old Sarcos estimated the fair value of warrantsexercisable for Class A Common Stock using the Black-Scholes option valuation model based on the estimated fair value of theunderlying Common Stock.

Immediately prior to the effective time of the Merger, all the issued and outstanding warrants to purchase 250,000 shares of Class AStock of Old Sarcos warrants were net exercised and upon the Closing were exchanged for shares of the Company’s Common Stock inan 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 fullexercise by the underwriters of their over-allotment option. Each Unit included one share of Class A Common Stock and one half ofone 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 anddirectors, and certain funds and accounts managed by two qualified institutional buyers. At the Closing Date, Old Sarcos acquired thenet 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”).

The Company estimated the fair value of the Private Placement Warrants exercisable for Common Stock measured at fair value on arecurring basis at the respective dates using the binomial lattice valuation model. The binomial lattice valuation model inputs are basedon the estimated fair value of the underlying Common Stock at the valuation measurement date, the remaining contractual term of thewarrant, the risk-free interest rates, the expected dividends and the implied volatility of the price of the Company’s underlying stock.These estimates, especially the expected volatility, are highly judgmental and could differ materially in the future. The Companyrecognized a loss of $4.9 million related to the change in fair value of the Private

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Placement Warrants during the year ended December 31, 2021, recorded as a loss on warranty liability within the consolidatedstatements of operations and comprehensive loss.

The following table provides quantitative information regarding assumptions used in the binomial lattice model to determine the fairvalue of the Private Placement Warrants:

December 31, 2021September 24, 2021

(Closing Date)Stock price $ 9.98 $ 10.05Term (in years) 0.06 0.32Implied volatility 30.3% 18.9%Risk-free rate 1.22% 1.0%Dividend yield 0.0% 0.0%

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

We will not be obligated to deliver any Common Stock pursuant to the exercise of a Warrant and will have no obligation to settle suchWarrant exercise unless a registration statement under the Securities Act with respect to the shares of our Common Stock underlyingthe Warrants is then effective and a prospectus relating thereto is current, subject to our satisfying our obligations described below withrespect to registration, or a valid exemption from registration is available. No Warrant will be exercisable, and we will not be obligatedto issue a share of our Common Stock upon exercise of a Warrant unless the share of our Common Stock issuable upon such Warrantexercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registeredholder of the Warrants. In the event the conditions in the two immediately preceding sentences are not satisfied with respect to aWarrant, the holder of such Warrant will not be entitled to exercise such Warrant and such Warrant may have no value and expireworthless. In no event will we be required to net cash settle any Warrant. In the event a registration statement is not effective for theexercised Warrants, the purchaser in the Rotor IPO of a Unit containing such Warrant will have paid the full purchase price for the Unitsolely for the share of our Common Stock underlying such Unit.

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

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

•in whole and not in part;

•at a price of $0.01 per Warrant;

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

•if, and only if, the last reported sale price of the shares of our Common Stock for any 20 trading days within a 30-trading dayperiod commencing after the Warrants become exercisable and ending three business days before we send the notice of redemptionto the Warrant holders (which we refer to as the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for stocksplits, stock dividends, reorganizations, recapitalizations and the like).

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If and when the Warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualifythe underlying securities for sale under all applicable state securities laws. However, we will not redeem the Warrants unless aneffective registration statement under the Securities Act covering the shares of our Common Stock issuable upon exercise of theWarrants is effective and a current prospectus relating to those shares of our Common Stock is available throughout the 30-dayredemption period.

Redemption of Warrants When the Price per Share of Our Common Stock Equals or Exceeds $10.00. Once the Warrants becomeexercisable, we may redeem the outstanding Warrants (except as described herein with respect to the Private Placement Warrants if wedo 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 toexercise their Warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to anagreed table based on the redemption date and the “fair market value” of our Common Stock;

•if, and only if, the Reference Value (as defined above) equals or exceeds $10.00 per share (as adjusted for stock splits, stockdividends, 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, recapitalizationsand the like) the Private Placement Warrants must also be concurrently called for redemption on the same terms (except asdescribed above with respect to a holder’s ability to cashless exercise its Warrants) as the outstanding Public Warrants, as describedabove.

8. Stock-based Compensation

Equity Incentive Plan

2015 Stock Plan

The Old Sarcos 2015 Equity Incentive Plan (the “2015 Plan”) provided stock option awards, RSUs and RSAs for issuance to Companyemployees, officers, directors, non-employee agents and consultants. These awards vest over three to five years and are exercisable upto 10 years from the date of grant. Unvested options are forfeited upon termination. Following the closing of the Merger, no furtherawards will 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 EquityIncentive Plan (the “2021 Plan”), and on the Closing Date, the 2021 Plan was approved by the board of directors. The 2021 Planprovides stock option awards, RSUs and RSAs for issuance to Company employees, officers, directors, non-employee agents andconsultants. In general, these awards vest over one to four years and are exercisable up to 10 years from the date of grant. Themaximum number of shares of Common Stock that may be issued pursuant to the 2021 Plan is (i) 30,000,000 shares of Common Stockof the Company plus (ii) any shares of Common Stock subject to stock options and other awards that were assumed in the BusinessCommination and expire or otherwise terminate without having been exercised in full, are tendered to or withheld by the Company forpayment of an exercise price or for tax withholding obligations, or are forfeited to or repurchased by the Company due to failure tovest, with the maximum number of shares to be added to the 2021 Plan pursuant to clause (ii) equal to 12,760,600 shares of CommonStock. As of December 31, 2021, 27,842,561 shares were available to grant under the 2021 Plan.

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The following summarizes the Company’s stock option activity for the years ended December 31, 2021 and 2020:

Options Outstanding

Number of SharesWeighted Average

Exercise Price

Weighted-AverageRemaining

Contractual Term(in years)

Aggregate IntrinsicValue

(in thousands)Outstanding – December 31, 2019 7,738,866 $ 0.49 7.36 $ 5,848

Granted 1,993,969 1.24Exercised (318,564) 0.40Cancelled (1,531,184) 0.93

Outstanding – December 31, 2020 7,883,087 0.59 6.83 $ 5,058Granted 3,761,109 7.93Exercised (158,129) 0.16Cancelled (1,458,973) 1.11

Outstanding – December 31, 2021 10,027,094 $ 3.28 7.23 $ 67,173Exercisable – December 31, 2020 5,063,856 $ 0.33 5.78 $ 4,592Exercisable – December 31, 2021 5,176,464 $ 0.46 5.33 $ 49,268

The aggregate intrinsic value is the fair market value on the reporting date less the exercise price for each option.

The aggregate intrinsic value of the options exercised was $0.8 million and $0.3 million during the years ended December 31, 2021 and2020, respectively.

For options granted during the years ended December 31, 2021, and 2020, the weighted average estimated fair value was $4.79 and$0.72 per option, respectively.

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

Expected Term—Options granted generally vest over a period of 48 months and expire 10 years from date of grant. TheCompany uses the simplified method when calculating expected term due to insufficient historical information.

Expected Volatility—Due to insufficient historical information the Company uses a blended approach when calculating expectedvolatility. The Company uses its historic data for the periods it has been publicly-traded and a benchmark of other comparablepublic companies’ volatility rates.

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

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

The Company calculated the fair value of option grants on the respective dates of grant using the following weighted averageassumptions:

Years endedDecember 31, December 31,

2021 2020OptionsRisk-free interest rate 1.19% 0.51%Expected term (in years) 6.08 6.06Expected dividend yield —% —%Expected volatility 66.56% 64.98%

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The following summarizes the Company’s employee RSU activity for the years ended December 31, 2021 and 2020:

Restricted Stock Units Outstanding

Number of Shares

Weighted-AverageGrant-Date Fair

Value(1)Outstanding – December 31, 2019 1,454,642 $ 8.78

Granted 384,692 3.25Cancelled (938,117) 6.51

Outstanding – December 31, 2020 901,217 $ 8.78Granted 932,123 7.93Released (28,982) 8.78Cancelled (6,884) 8.78

Outstanding – December 31, 2021 1,797,474 $ 8.34

(1) Weighted average grant-date fair values have been updated to reflect the impact of the modification to the RSUs discussed below.

RSUs granted generally include service vesting periods of one to four years. Certain awards granted under the 2015 Plan includedvesting conditions related to the completion of a qualifying liquidity event and/or requirements related to the forfeiture of cashcompensation.

In April 2021, the Board of Directors of the Company approved a modification that updated the terms of the awards such that theBusiness Combination would satisfy the liquidity event vesting condition for eight award recipients. Total incremental compensationcosts resulting from the modification of these RSUs was $9.7 million, of which $8.4 million was recognized during the year endedDecember 31, 2021.

The following summarizes the Company’s employee RSAs activity for the year ended December 31, 2021:

Restricted Stock Awards Outstanding

Number of SharesWeighted-Average

Grant-Date Fair ValueOutstanding – December 31, 2020 — $ —

Granted 5,129,222 8.78Outstanding – December 31, 2021 5,129,222 $ 8.78

As of December 31, 2021, the only holder of RSAs was Mr. Wolff, the Company’s Executive Chairman. The RSAs held by Mr. Wolffvest over a 15-month period following the consummation of a qualifying transaction. For the five-year period prior to the grant of theRSAs, Mr. Wolff had not received any equity compensation from the Company other than RSUs issued in lieu of cash compensation.The RSAs include vesting acceleration provisions which would result in the award becoming fully vested following a change in controlevent or upon death of the grantee. The Business Combination was determined to be the qualifying transaction that triggered thecommencement of the 15-month vesting period, resulting in the recognition of compensation expense for RSAs of $26.2 million for theyear ended December 31, 2021.

Mr. Wolff is eligible to receive additional shares upon achievement of earn-out targets as discussed in Note 5 above. The Companyrecognized compensation expense of $5.1 million for these earn-out shares during the year ended December 31, 2021.

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

December 31, December 31,(In thousands) 2021 2020Cost of revenue $ 92 $ 109Research and development 446 249Sales and marketing 814 45General and administrative 41,766 1,888

Total stock-based compensation expense $ 43,118 $ 2,291

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As of December 31, 2021, there was approximately $47.8 million of unrecognized stock-based compensation cost, which is expected tobe recognized over an average period of 1.9 years.

9. Net loss per Share

The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders for thetwelve months ended December 31, 2021 and 2020:

Year ended December 31,(In thousands, except share and per share data) 2021 2020Numerator:

Net loss attributable to common stockholders $ (81,508) $ (20,926)Denominator:

Weighted average shares outstanding, basic and diluted 113,184,357 100,114,664Basic and diluted net loss per share $ (0.72) $ (0.21)

The basic and diluted net loss per share for the twelve months ended December 31, 2021, which has been computed to give effect to theconversion of the Old Sarcos Class B common stock and all convertible preferred shares into Old Sarcos Class A common stock asthough the conversion had occurred as of the beginning of the period or the original date of issuance, if later.

Basic and diluted net loss per share attributable to common stockholders is the same for the twelve months ended December 31, 2021and 2020, as the inclusion of potential shares of Common Stock would have been anti‑dilutive for the periods presented.

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

As of December 31,2021 2020

Outstanding warrants 20,549,468 1,282,306Outstanding restricted stock awards 5,129,222 —Outstanding stock options and restricted stock units 11,824,568 8,784,304Outstanding earnout shares 28,125,000 —Total anti-dilutive securities 65,628,258 10,066,610

10. Income taxes

Loss before provision for income taxes was $81.5 million and $20.9 million for the years ended December 31, 2021 and 2020,respectively, all of which was generated in the United States. The Company's provision for income taxes consists of the following:

Years Ended December 31,(In thousands) 2021 2020Current:

Federal $ — $ —State (1) (1)

Total current (1) (1)Deferred:

Federal (16,377) (4,142)State (3,948) (1,144)Change in valuation allowance 20,325 5,286

Total deferred — —Total provision for income taxes $ (1) $ (1)

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

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Years Ended December 31,(In thousands) 2021 2020Statutory federal income tax rate 21.0% 21.0%State tax provision 3.7 3.7Change in valuation allowance (24.9) (25.3)Research credits 0.7 3.0Permanent differences (0.3) (2.4)Other (0.2) —

Total provision for income taxes 0.0% 0.0%

As of December 31, 2021 and 2020, the net deferred tax asset consisted of the following:

December 31,(In thousands) 2021 2020Deferred tax assets:

Accrued expenses $ 1,050 $ 192Stock compensation 11,094 479Research credits 2,486 1,939Net operating loss carryforwards 22,393 12,838

Total gross deferred tax assets 37,023 15,448Less valuation allowance (35,476) (15,151)Total deferred tax assets 1,547 297Deferred tax liabilities:

Property and equipment (1,547) (297)Total deferred tax liabilities (1,547) (297)Net deferred tax asset $ — $ —

Valuation allowances are established when necessary to reduce deferred tax assets, including temporary differences and net operatingloss carryforwards, to the amount expected to be realized in the future. FASB guidance indicates that forming a conclusion that avaluation allowance is not needed is difficult when there is negative evidence such as cumulative losses in recent years. The Companyhad cumulative losses from continuing operations in the United States for the three-year period ended December 31, 2021. TheCompany considered this negative evidence along with all other available positive and negative evidence and concluded that, atDecember 31, 2021, it is more likely than not that the Company’s U.S. deferred tax assets will not be realized. As of December 31,2021, a valuation allowance has been recorded on the Company’s deferred tax assets to recognize only the proportion of the deferredtax asset that is more likely than not to be recognized. The Company’s total valuation allowance was $35.5 million at December 31,2021 and $15.2 million at December 31, 2020. The Company’s valuation allowance increased $20.3 million and $5.3 million during thefiscal years ended December 31, 2021 and 2020, respectively. A reconciliation of the beginning and ending amount of the valuationallowance is as follows:

December 31,(In thousands) 2021 2020Valuation allowance at beginning of year $ 15,151 $ 9,865Change in valuation allowance 20,325 5,286Valuation allowance at end of year $ 35,476 $ 15,151

As of December 31, 2021, the Company had cumulative federal net operating losses of approximately $90.1 million. Of these losses,$5.9 million were generated in 2015 through 2017, prior to the Tax Cuts and Jobs Act enactment, and will begin expiring from 2035 to2037 if not utilized. The remaining net operating losses have an indefinite carryforward period. As of December 31, 2020, theCompany had cumulative federal net operating losses of approximately $51.2 million.

As of December 31, 2021, the Company had a $3.9 million deferred tax asset related to a federal research and development creditcarryforward. This credit has been offset by a liability for unrecognized tax benefits of $1.9 million. If not utilized, the credits willexpire beginning in 2035 through 2041. As of December 31, 2020, the Company had a $3.0 million deferred tax asset related to afederal research and development credit carryforward.

As of December 31, 2021, the Company had cumulative state net operating losses of approximately $89.1 million. Of the total state netoperating losses, approximately $88.8 million is attributable to Utah. Utah law allows unused net operating losses arising in tax yearsbeginning after December 31, 2017 to be carried forward indefinitely. Of the total $88.8 million of Utah net operating losses, $82.5million are carried forward indefinitely, and the remaining net operating losses will expire beginning in 2035 through 2037. Theremaining state net operating loss carryforwards are attributable to various other states with varying

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expiration periods. As of December 31, 2020, the Company had cumulative state net operating losses of approximately $53.6 million.Of the total state net operating losses, approximately $53.5 million is attributable to Utah.

As of December 31, 2021, the Company had a $1.4 million deferred tax asset related to Utah research and development creditscarryforward. This credit has been offset by a liability for unrecognized tax benefits of $0.7 million. If not utilized, the credits willexpire beginning in 2029 through 2035. As of December 31, 2020, the Company had a $1.1 million deferred tax asset related to a Utahresearch and development credit carryforward. This credit has been offset by a liability for unrecognized tax benefits of $0.6 million.

ASC Topic 740-10-05 requires that the impact of a tax position be recognized in the financial statements if that position is more likelythan not of being sustained on audit, based on the technical merits of the position. As of December 31, 2021, the Company had a $2.6million liability for unrecognized tax benefits, all of which is netted against deferred tax assets for related carryforward credits. As ofDecember 31, 2020, the Company had a $2.1 million liability for unrecognized tax benefits, all of which is netted against deferred taxassets for related carryforward credits. The Company expects no material changes to the liability for unrecognized tax benefits in thenext 12 months. Interest and penalties associated with uncertain tax positions are recorded as a component of income tax expense.There would be no impact to the Company’s effective rate if the unrecognized tax benefits were recognized. A reconciliation of thebeginning and ending amounts of unrecognized benefits is as follows:

Years ended December 31,(In thousands) 2021 2020Unrecognized tax benefits at the beginning of year $ 2,054 $ 1,388Gross increases – current year tax positions 580 666Unrecognized tax benefits at end of year $ 2,634 $ 2,054Interest and penalties in year-end balance $ — $ —

The Company files U.S. and various state tax returns in jurisdictions with various statutes of limitation. As of December 31, 2021, thetax returns for fiscal year 2016 through fiscal year 2020 remain subject to examination. Annual tax provisions include amountsconsidered necessary to pay assessments that may result from examination of prior year tax returns; however, the amount ultimatelypaid upon resolution of issues may differ materially from the amount accrued. As of December 31, 2021, there are no income taxreturns currently under audit.

11. Commitments and Contingencies

Legal Proceedings

The Company may be involved in various claims, lawsuits, investigations, and other proceedings, in the normal course of business. TheCompany accrues a liability when management believes information available prior to the issuance of the consolidated financialstatements indicates it is probable a loss has been incurred as of the date of the financial statements and the amount of loss can bereasonably estimated. The Company adjusts its accruals to reflect the impact of negotiations, settlements, rulings, advice of legalcounsel and other information and events pertaining to a particular case. Legal costs are expensed as incurred. The Company hasrecorded an accrual of $0.5 million as of December 31, 2021, related to estimated settlements for ongoing legal claims. The Companydid not record any material loss contingency in the balance sheet as of December 31, 2020.

Indemnifications

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

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Operating Leases

The Company leases facilities under noncancelable operating lease agreements. Future minimum rental payments under thenoncancelable operating leases, subsequent to December 31, 2021, are as follows:

(In thousands) Operating Leases2022 $ 1,2792023 9702024 1,3232025 1,3602026 1,3972027 and thereafter 9,919

Total $ 16,248

Rent expense related to noncancelable operating leases totaled $1.4 million and $0.3 million for the years ended December 31, 2021and 2020, respectively. One of the operating leases includes two three-year renewal options.

Capital Leases

The Company leases equipment under agreements expiring at various times during the next three years. The Company has recorded thecapital lease obligation within its consolidated balance sheets. Future minimum rental payments under the noncancelable capital leases,subsequent to December 31, 2021, are as follows:

(In thousands) Capital Leases2022 $ 982023 42024 4Minimum lease payment including interest 106Amount representing interest (4)Minimum lease payments excluding interest $ 102

Unconditional purchase commitments

On April 4, 2021, the Company entered into an agreement with Palantir Technologies (“Palantir”). Pursuant to that agreement, theCompany committed to purchase licenses to access software products and utilize services from Palantir over a six year period for a totalcost to the Company of $42.0 million. As of December 31, 2021, the Company has an unconditional purchase commitment withPalantir as detailed in the table below:

(In thousands)Annual Service

Payments2022 $ —2023 8,0002024 8,0002025 10,0002026 10,000Total $ 36,000

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12. Segment information

The Company’s Chief Executive Officer (“CEO”) is the Chief Operating Decision Maker (“CODM”). The CODM allocates resourcesand makes operating decisions based on financial information presented on a consolidated basis. The profitability of the Company’sproduct group is not a determining factor in allocating resources and the CODM does not evaluate profitability below the level of theconsolidated company. Accordingly, the Company has determined that it has a single reportable segment and operating segmentstructure.

The Company’s revenue is derived primarily from U.S. customers. During the year ended December 31, 2021 and 2020, the Companyhad 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.

13. Related Party Transactions

As of December 31, 2020, the Company held a controlling interest of 79% in Zepto. The remaining 21% of Zepto was held by MLC401k Trust for the benefit of the Company’s Chief Legal Officer. On February 16, 2021, Old Sarcos acquired the non-controllinginterest’s shares in Zepto for a purchase price of $0.2 million making Zepto a wholly-owned subsidiary of the Company.

During the year ended December 31, 2020, the Company entered into an agreement with one of its investors, Delta Air Lines, Inc., toprovide demonstration services. The Company recognized $0.1 million of revenue related to these services during the year endedDecember 31, 2020. No revenue was recognized for the year ended December 31, 2021.

On April 4, 2021, the Company entered into an agreement with Palantir as described above. Pursuant to that agreement, the Companycommitted to access software products and utilize services from Palantir over the next six years for a total cost of $42.0 million. Thesoftware and services are an integral part of the Company’s plans to provide Robots as a Service upon commercialization of theCompany’s Guardian XO and XT robotic systems. Palantir was an investor in the PIPE Financing. The Company recognized $2.2million in sales and marketing expenses, related to services provided by Palantir during the year ended December 31, 2021. TheCompany had a prepaid expense balance of $3.6 million related to the Palantir contract as of December 31, 2021.

On May 16, 2021, the Company entered into an agreement with Sparks Marketing Corp. to begin the construction of an experientialmarketing mobile display to be used for demonstrations of Company products at prospective customer locations as well as othermarketing and demonstration events. Negotiations of this agreement involved an account executive at Sparks Marketing Corp. who isthe brother-in-law of Mr. Wolff, our former CEO and current Executive Chairman of the Board. The Company recognized $0.8 millionrelated to costs capitalized to construction in progress for the experiential mobile display for the period ended December 31, 2021.

14. Employee Benefits

The Company has a defined contribution 401(k) plan covering substantially all employees. The plan allows employees to defer up to100% of their employment income (subject to annual contribution limits imposed by the I.R.S.) after all taxes and applicable benefitdeductions. The Company did not provide matching contributions for the employee contributions to the plan during the years endedDecember 31, 2021 and 2020; and no amounts have been accrued as of December 31, 2021 and 2020.

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15. Subsequent events

On March 28, 2022, the Company filed a current report on form 8-K and press release announcing that the Company had reached adefinitive agreement to acquire RE2, Inc., a Pittsburgh, PA based developer of manipulator arms with human-like performance,intuitive robot interfaces, and advanced autonomy capabilities for use in any environment. The aggregate consideration for theacquisition of RE2 will be approximately $100.0 million, subject to customary purchase price adjustments for cash, net working capitaland indebtedness. The consideration for the acquisition of RE2 will be comprised of approximately $30.0 million in cash, which theCompany expects to fund with cash on hand, and approximately $70.0 million in shares of the Company's common stock. The numberof shares of common stock to be issued in the acquisition of RE2 will be based on the volume weighted-average price per share over a10-day trading period ending on the third business day prior to the closing and is subject to a collar, with a floor of $5.00 per share anda ceiling of $9.00 per share. The acquisition of RE2 is subject to certain customary and other closing conditions, and is expected toclose during the second quarter of 2022.

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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in ourreports filed under the Exchange Act, such as this Report, is recorded, processed, summarized and reported within the time periodspecified in the SEC rules and forms. Disclosure controls and procedures are also designed with the objective of ensuring that suchinformation is accumulated and communicated to our management, including the chief executive officer and chief financial officer, asappropriate, to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our ChiefExecutive Officer and Chief Financial Officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures asof the end of the fiscal quarter ended December 31, 2021, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon thatevaluation, our Certifying Officers concluded that the previously identified Rotor material weakness has been remediated as ofDecember 31, 2021. Due to the existence of the remaining material weakness in our internal control over financial reporting associatedwith the accounting for certain unique, unusual and nonstandard transactions as described under Risk Factors—“Both Old Sarcos andRotor identified a material weakness in their internal control over financial reporting prior to the Closing of the Business Combination.If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able toaccurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially andadversely affect our business and operating results,” our disclosure controls and procedures were not effective as of December 31,2021.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls andprocedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of thedisclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there areresource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosurecontrols and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected allour control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certainassumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its statedgoals under all potential future conditions.

Management’s Report on Internal Control Over Financial Reporting

As discussed elsewhere in this Annual Report on Form 10-K, we completed the Business Combination on September 24, 2021. Prior tothe Business Combination, our predecessor, Rotor, was a special purpose acquisition company formed for the purpose of effecting amerger. As a result, previously existing internal controls are no longer applicable or comprehensive enough as of the assessment date,as Rotor’s operations prior to the Business Combination were insignificant compared to those of the consolidated entity post-BusinessCombination. As a result, and due to the timing of the Business Combination, management was unable, without incurring unreasonableeffort or expense, to complete an assessment of our internal control over financial reporting (“ICFR”) as of December 31, 2021.Accordingly, we are excluding management’s report on internal control over financial reporting pursuant to Section 215.02 of the SECDivision of Corporation Finance’s Regulation S-K Compliance & Disclosure Interpretations. Despite not conducting a formalassessment regarding ICFR, as discussed above, management identified a material weakness in our internal controls and as a resultdetermined that our ICFR was not effective as of December 31, 2021.

This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm aspermitted in this transition period under the rules of the SEC for newly public companies.

Changes in Internal Control over Financial Reporting

Other than as discussed herein, there was no change in our internal control over financial reporting that occurred during the fiscalquarter ended December 31, 2021 covered by this Report that has materially affected, or is reasonably likely to materially affect, ourinternal control over financial reporting.

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Management's Remediation Initiatives

Management is implementing remediation steps to address the remaining material weakness and to improve our internal control overfinancial reporting. Specifically, we have made an assessment of the accounting personnel and have strengthened our compliance andaccounting functions with additional experienced hires to assist in our risk assessment process and the design and implementation ofcontrols. In addition, we have engaged a third-party consulting firm that specializes in internal audit, and control processes andprocedures to assist us in developing and implementing controls to address the remaining material weakness. We anticipate theseactions will allow us to sufficiently address and remediate the remaining material weakness.

Item 9B. Other Information.

None.

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PART III

ITEM 10. DIRECTORS, EXECTIVE OFFICERS AND CORPORATE GOVERNANCE

Executive Officers and Directors

The following table sets forth information regarding our executive officers, key employees, and directors as of March 29, 2022:

Name Age PositionExecutive OfficersKiva Allgood 49 President, Chief Executive Officer and DirectorBenjamin G. Wolff(5) 53 Executive Chairman and DirectorSteven Hansen 57 Chief Financial OfficerKristi Martindale 55 EVP, Chief Product & Marketing OfficerDr. Denis Garagić(1) 53 Chief Scientist, Advanced Systems & AI

Other Key EmployeesJames Geurts 56 Executive Vice ChairmanDr. Marc Olivier 65 Chief ArchitectTom Jackson 56 President, Sarcos Defense

Non-Employee DirectorsBrian D. Finn(4)(5) 61 DirectorPeter Klein(3)(5) 59 DirectorLaura J. Peterson(2) 62 DirectorAdmiral Eric T. Olson (Ret)(2)(3) 70 DirectorDennis Weibling(2)(4)(5) 70 DirectorMatthew Shigenobu Muta(3) 52 DirectorPriya Balasubramaniam(4) 47 Director

(1)Dr. Denis Garagić was promoted to Chief Technology Officer after December 31, 2021 and was determined to be an executiveofficer on March 25, 2022.(2)Member of the Audit Committee. Brian D. Finn ceased to be a member of the Audit Committee on January 1, 2022 andAdmiral Eric T. Olson was appointed a member of the Audit Committee on January 1, 2022.(3)Member of the Compensation Committee.(4)Member of the Nominating and Governance Committee. Admiral Eric T. Olson ceased to be a member of the Nominating andGovernance Committee on January 1, 2022.(5)Member of the Strategic Transaction Committee.

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Information about Executive Officers and Directors

Executive Officers

Kiva Allgood has served as our President, Chief Executive Officer and a member of the board of directors since December 13, 2021.Prior to joining us, Ms. Allgood most recently served as the Global Head of IOT and Automotive for Telefonaktiebolaget LM Ericsson,a Nasdaq-listed company that is a global provider of communications technology, from April 2019 to December 2021. Ms. Allgoodserved as the Chief Commercial Development Officer for GE Ventures, a Corporate Venture Company from August 2017 to April2019, and as Managing Director for Innovation Group of GE Corporate from November 2016 to August 2017. From June 2012 toNovember 2016, Ms. Allgood served as President, Qualcomm Intelligent Solutions, IoT and Smart Cities, at Qualcomm Incorporated, aNasdaq-listed company that is a global provider of foundational technologies and products used in mobile devices and other wirelessproducts. Earlier in her career, Ms. Allgood served in senior-level operational roles including sales, marketing, and businessdevelopment in the technology industry. Ms. Allgood will serve on the board of directors of Synaptics Incorporated until October 2022.Ms. Allgood currently serves on the board of the directors of Airgain, Inc. Ms. Allgood holds a Bachelor of Science degree and Masterof Business Administration degree, both from Northwestern University.

Benjamin G. Wolff has served as our Executive Chairman since December 13, 2021, and as a member (and Chairman) of the board ofdirectors since September 24, 2021. Mr. Wolff served as Old Sarcos’ Chief Executive Officer and Chairman of the board of directorsfrom September 2015, its President from December 2020, and as a member of its board of directors from February 2015, in each caseuntil the Business Combination, at which time he became our Chief Executive Officer, President and Chairman of our board ofdirectors (until December 13, 2021, when he became our Executive Chairman). Prior to joining Old Sarcos, Mr. Wolff served as ChiefExecutive Officer, President and Chairman at Pendrell Corporation from December 2009 to November 2014. In April 2004, Mr. Wolffco-founded Clearwire Corporation, where he served as President, CEO and Co-Chairman until October 2011. Mr. Wolff has also servedas President of Eagle River Investments, an investment fund focused on telecom and technology investments. Mr. Wolff previouslyserved on the board of the Cellular Telecommunications Industry Association (CTIA), and is currently a member of the Board ofVisitors of Northwestern School of Law at Lewis & Clark College in Portland, Oregon. Mr. Wolff also serves on the board of directorsof Globalstar, Inc. and is a member of its audit committee and compensation committee, and serves as the chairman of its strategicreview committee. Mr. Wolff earned his law degree from Northwestern School of Law, Lewis & Clark College in Portland, Oregon,and his Bachelor of Science degree from California Polytechnic State University. We believe Mr. Wolff’s perspective, experience andinstitutional knowledge as Sarcos’ Chief Executive Officer qualify him to serve on the board of directors of the post-combinationcompany.

Steven Hansen has served as our Executive Vice President and Chief Financial Officer since September 24, 2021. Mr. Hansen served asOld Sarcos’ Chief Financial Officer from September 2019 until the Business Combination, at which time he became our ExecutiveVice President and Chief Financial Officer. From May 2017 to September 2019, Mr. Hansen served as Executive Advisor to theUniversity of Utah Health. From October 2015 to November 2016, Mr. Hansen served as Chief Financial Officer of Global Access, aninternational shipping company. Also, during most of 2015 Mr. Hansen served as Chief Financial Officer of CustomersFirst Now, acustomer experience consulting firm. Mr. Hansen recently served as an advisor to the board of directors and management of Vaporsens,a nanofibril-based sensor company located in Utah, and assisted in the merger of the business with a publicly-traded tech company. Heholds a Bachelor of Science in International Finance from Brigham Young University in Utah and a Master in Business Administrationfrom California State University in Fresno.

Kristi Martindale has served as our Executive Vice President and Chief Product & Marketing Officer since September 24, 2021. Ms.Martindale served as Old Sarcos’ Chief Product & Marketing Officer from September 2020 until the Business Combination, when shebecame our Executive Vice President and Chief Product & Marketing Officer. Prior to serving as Old Sarcos’ Executive Vice Presidentand Chief Product & Marketing Officer, Ms. Martindale served as Old Sarcos’ Chief Marketing Officer. From 2011 to 2015, Ms.Martindale served as Vice President, Global Marketing of Qualcomm. In this role, she led marketing for many of Qualcomm’s businessunits, including software, services, emerging technology, and licensing worldwide. Ms. Martindale currently serves as an AdvisoryBoard Member for 5P Consulting and also serves on the board of directors for Walden Family Services. Ms. Martindale holds aBachelor of Science in Business Administration and Management from the University of La Verne.

Dr. Denis Garagić has served as our Chief Technology Officer since January 2022. Dr. Garagić served as Old Sarcos’ Chief Scientist,Advanced Systems and AI from June 2020 until the Business Combination when he became our Chief Scientist, Advanced System &AI, a position he held until his promotion in January 2022. Prior to joining Old Sarcos, he served as Chief Scientist at BAE SystemsFAST Labs, guiding the creation of cognitive computing solutions that provide machine intelligence and anticipatory intelligence tosolve challenges across the Department of Defense and intelligence community. Dr. Garagić has been a Technical Review Authority,Principal Investigator, or Research Lead on numerous programs, including DARPA

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and Air Force Research Labs research programs. Dr. Garagić is also a regular speaker at international meetings and conferences on AI& machine learning. Dr. Garagić received his B.S. and M.S. degrees in Mechanical Engineering and Technical Cybernetics from TheCzech Technical University in Prague and received his Ph.D. in Mechanical Engineering from The Ohio State University.

Other Key Employees

James Geurts has served as our Executive Vice Chairman since October 18, 2021. Mr. Geurts served more than 34 years in variousmilitary and government positions before retiring in August 2021 from his role as Under Secretary of the Navy for the Bidenadministration. Prior to performing the duties of Under Secretary of the Navy, Mr. Geurts was the Assistant Secretary of the Navy forResearch, Development, and Acquisition under the Trump administration. Mr. Geurts also previously served in the U.S. SpecialOperations Command (USSOCOM) as the Acquisition Executive and Director of SOF Acquisition, Technology, and Logistics. Mr.Geurts was also the driving force for ThunderDrone and SOFWERX, the military-civilian incubators behind the Tactical Assault LightOperator Suit (TALOS) robotic exoskeleton project. Mr. Geurts was commissioned as a U.S. Air Force Officer in 1987. Mr. Geurts is arecipient of the Federal Executive of the Year Vanguard Award, the Presidential Rank Award, the William J. Perry Award, the DefenseSuperior Service Medal, the Legion of Merit, the Defense Meritorious Service Medal, the Air Force Commendation Medal, the JointService Achievement Medal, and the Air Force Achievement Medal.

Tom Jackson has served as President of the Sarcos Defense business unit since September 24, 2021. Mr. Jackson has served asPresident of the Sarcos Defense business unit since February 2020, and has been with Old Sarcos since March 2019, also serving asVice President of Sarcos Defense from March 2019 to February 2020. Prior to joining Old Sarcos, Mr. Jackson served as Vice Presidentand General Manager of Aeryon Defense USA, Inc., a US defense Unmanned Aircraft Systems (UAS) subsidiary in the VerticalTake-Off & Landing (VTOL) market, from January 2017 to February 2019 which he established from the ground up and grew into oneof the Department of Defense’s most respected Group 1 UAS suppliers. Mr. Jackson has also worked for the Sierra Nevada Corporationas Senior Director of International Military Business from December 2011 to January 2017 and US Defense Systems EngineeringProgram Manager from July 2009 to December 2011. He began his career in the U.S. Marine Corps, serving as Lieutenant Colonel andan AH-1W SuperCobra Attack Helicopter pilot. Mr. Jackson is a graduate of The Citadel, the Military College of South Carolina, andalso holds a Master of Business Administration in International Business from Regis University.

Dr. Marc Olivier has served as our Chief Architect since September 24, 2021. Dr. Olivier served as Old Sarcos’ Chief Architect fromJune 2019 and as a member of Old Sarcos’ Board from February 2015, in each case until the Business Combination, and has been withOld Sarcos since January 1995. Prior to serving as Old Sarcos’ Chief Architect, Dr. Olivier served as Executive Vice President ofTechnology from November 2018 to June 2019 and as Vice President of Technology from December 2014 to November 2018. Dr.Olivier has served as Vice President of Advanced Systems at Raytheon Sarcos, part of Raytheon’s Integrated Defense Systems fromNovember 2007 to December 2014, where he led all technical business development and capture activities, while also playing key rolesas Principal Investigator (PI), Co-PI and innovator on numerous technically challenging projects. Earlier in his career, Dr. Olivier ledthe development of systems including electromagnetically levitated robots, systems for biological research, crystal growth and lasermaterial processing in space, and electromagnetic motors. He also completed extensive work in the areas of low-temperature physicsand laser-plasma physics. Dr. Olivier received his Ph.D. in Physics from McGill University in 1985, a Master of Science in Physicsfrom McMaster University in 1980, and a Bachelor of Science in Physics from Montreal University in 1978.

Non-Employee DirectorsPriya Balasubramaniam has served as a member of the board of directors since September 24, 2021. Ms. Balasubramaniam has servedas the Vice President, Operations at Apple Inc. since October 2014, overseeing core technologies operations and iPhone operations.Priya has worked in a number of senior operations and procurement roles, and in 2013 took on leadership of the worldwide iPhoneOperations team. Prior to Apple she worked at Asea Brown Boveri in India for 3 years as a design engineer. Ms. Balasubramaniamholds a bachelor’s degree in Mechanical Engineering from Bangalore University and an MBA in Supply Chain and Marketing fromMichigan State University. In 2017, she received an honorary doctorate of engineering from Michigan State University and also has adiploma in Software Technology & Systems Management. We believe that Ms. Balasubramaniam’s extensive leadership and operationsexperience, in particular in managing supply chains and the development and manufacture of high volume technology products atApple, qualify her to serve on our board of directors.

Brian D. Finn has served as a member of the board of directors since September 24, 2021. Mr. Finn has over 35 years of experience inthe financial services industry as well as a variety of corporate and philanthropic board roles. From 2008 until he retired in 2013, Mr.Finn served as Chairman and Chief Executive Officer of Asset Management Finance Corp (AMF) and as a Senior Advisor to CreditSuisse. From 2004 to 2008, Mr. Finn was Chairman and Head of Alternative Investments (AI) at

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Credit Suisse. From 2002 to 2005, Mr. Finn held senior managements positions within Credit Suisse, including President of CreditSuisse First Boston (CSFB), President of Investment Banking, Co-President of Institutional Securities, CEO of Credit Suisse USA anda member of the Office of the Chairman of CSFB. He was also a member of the Executive Board of Credit Suisse Group. Mr. Finnbegan his career in 1982 as a member of the Mergers & Acquisitions Group (M&A) at The First Boston Corporation, ultimatelybecoming Co-Head of M&A in 1993. He has advised on dozens of transactions worth well over $100 billion. In 1997, he joined theprivate equity firm Clayton, Dubilier & Rice as a partner and then later rejoined Credit Suisse in 2002. Mr. Finn is a member of theboards of The Scotts Miracle-Gro Company (NYSE:SMG) and Owl Rock Capital Corp (NYSE:ORCC). He is currently Chairman ofStar Mountain Capital, Chairman of Covr Financial Technologies, an Investment Partner at Nyca Partners (fintech VC) as well as aboard member of a number of early stage companies. He has previously been a Strategic Advisor to KKR, member of the boards ofBaxter International, Telemundo, MGM Pictures, and a number of other public and private companies. Mr. Finn is a past Chairman ofthe Undergraduate Executive Board of The Wharton School of the University of Pennsylvania, Vice Chairman of the Board of the CityKids Foundation and a member of the Boards of the Intrepid Fallen Heroes Fund, the Gordon A. Rich Memorial Foundation and theStarmar Foundation. Mr. Finn received a Bachelor of Science Degree in Economics from The Wharton School of the University ofPennsylvania. We believe Mr. Finn is well-qualified to serve as a member of our Board due to, among other things, his extensiveexperience in finance, leadership positions and strategic transactions.

Peter Klein has served as a member of the board of directors since September 24, 2021. Mr. Klein joined the board of directors of OldSarcos in September 2016. Mr. Klein served as Chief Financial Officer of WME, a global leader in sports and entertainment marketing,from December 2013 to July 2014, and as Chief Financial Officer of Microsoft Corporation from November 2009 to June 2013. Duringhis 11 years at Microsoft, Mr. Klein held various other roles, including Chief Financial Officer of the Server and Tools and MicrosoftBusiness Divisions. Before joining Microsoft, Mr. Klein spent 13 years in corporate finance at high-growth companies. He held seniorfinance roles with McCaw Cellular Communications, Orca Bay Capital, Asta Networks and Homegrocer.com. Mr. Klein currentlyserves on the board of directors of F5 Networks and Apptio Inc. Mr. Klein holds a B.A. from Yale University and an MBA from theUniversity of Washington. We believe Mr. Klein’s leadership experience at some of the world’s largest technology companies and hisfinance and accounting expertise, in addition to his experience as a director of Old Sarcos, qualifies him to serve on our board ofdirectors.

Matthew Shigenobu Muta has served as a member of the board of directors since September 24, 2021. Mr. Muta has held variousleadership roles at Delta Air Lines Inc., including serving as their Vice President, Innovation and Operations Technology from 2016 tothe present, and as Vice President, Innovation & Commercial Technologies from 2014 to 2016. Mr. Muta previously held variouspositions at Microsoft, Inc., including Global Managing Director, Hospitality & Travel. Mr. Muta holds a Bachelor of Arts Degree inCommunications from Boise State University. We believe Mr. Muta’s leadership experience at some of the world’s largest companies,including in industries that we believe include potential customers of our, qualifies him to serve on our board of directors.

Admiral Eric T. Olson (Ret.) has served as a member of the board of directors since September 24, 2021. He has been President andManaging Member of ETO Group, LLC since September 2011, where he acts as an independent national security consultant supportinga wide range of private and public sector organizations. Since June 2019, Admiral Olson has served as Chief Executive Officer of HansPremium Water, a privately held company. Admiral Olson retired from the United States Navy in 2011 as a full Admiral after 38 yearsof military service. He served in special operations units throughout his career, during which he was awarded several decorations forleadership and valor, including the Defense Distinguished Service Medal and the Silver Star. Admiral Olson was the first Navy SEALofficer to be promoted to three- and four-star ranks. Admiral Olson’s career culminated as the head of the United States SpecialOperations Command from July 2007 to August 2011, where he was responsible for the mission readiness of all Army, Navy, Air Forceand Marine Corps special operations forces. Admiral Olson serves on the board of directors of Under Armour, Inc. (NYSE:UAA) andis a member of its nominating and corporate governance committee. Admiral Olson also serves on the board of directors of IridiumCommunications Inc. (Nasdaq:IRDM) and is a member of its nominating and corporate governance committee. He also serves on theboard of directors of Cyber Reliant Corporation, Newlight Technologies, Ocean Aero, Inc. and IP3. Admiral Olson has served as adirector of the non-profit Special Operations Warrior Foundation. Admiral Olson has also served on the Old Sarcos Advisory Boardsince December 2016. Admiral Olson graduated from the United States Naval Academy in 1973 and earned a Master of Arts degree inNational Security Affairs at the Naval Postgraduate School. He is an Adjunct Professor in the School of International and Public Affairsat Columbia University. We believe Admiral Olson’s leadership experience as an Admiral in the United States Navy, including hisleadership and management of a large and complex organization as head of the United States Special Operations Command, in additionto his experience as a director of various companies and his expertise with respect to the needs of U.S. military, qualifies him to serveon our board of directors.

Laura J. Peterson has served as a member of the board of directors since September 24, 2021. Ms. Peterson previously served as VicePresident, China Business Development, for Boeing Commercial Airplanes, from 2012 to 2016. Prior to that, Ms.

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Peterson held a series of executive positions at Boeing in aircraft sales, international business development, global strategy, governmentrelations and homeland security from 1994 to 2012. She served on the Executive Leadership Team of Boeing Commercial Airplanes(BCA), as well as on the Executive Leadership Teams of BCA Airplane Production and Supplier Management, BCA Strategy andBoeing International. Ms. Peterson has served on the board of directors of Air Transport Services Group, Inc. (Nasdaq:ATSG) sinceJune 2018, and is a member of its audit committee and nominating and governance committee. Ms. Peterson holds a B.S. in IndustrialEngineering from Stanford University and an M.B.A. from The Wharton School at the University of Pennsylvania and is a Fellow ofthe Stanford Distinguished Careers Institute. We believe Ms. Peterson’s extensive experience in international business, governmentrelations and leadership roles, in particular at Boeing, in addition to her experience as a director of public companies, qualifies her toserve on our board of directors .

Dennis Weibling has served as a member of the board of directors since September 24, 2021. Mr. Weibling joined the board of directorsof Old Sarcos in September 2016 and has served as chairman of the audit committee since that time. Mr. Weibling has served as theManaging Director of Rally Capital LLC since 2004 He has served as a director of Holicity Inc. (Nasdaq:HOL) since August 2020 andof Colicity Inc. (Nasdaq:COLI) since February 2021. Mr. Weibling also served on the Sotheby’s board as a Director and as Chairman ofits audit and finance committees, from 2006 until October 2019. Mr. Weibling also served as Sotheby’s interim CFO from January 2016until March 2016. He also serves as Trustee for the estate of Keith W. McCaw and associated family trusts. Mr. Weibling has alsoserved on the boards of private companies including Telesphere Communications Networks, Rise Communities LLC, TelecomTransport Management, Wireless Services Corporation, Worldwide Packets, Inc., Teledesic Corporation, Geopass, Inc. d/b/a Pirq, andSeaMobile, Inc. Mr. Weibling served as President of Eagle River, Inc., from October 1993 through December 2001, and as ViceChairman of Eagle River Investments from January 2002 through November 2004. He served as CEO of Nextel Communications Inc.from October 1995 to March 1996, and as a Director of Nextel from July 1995 until April 1, 2004. At Nextel, Mr. Weibling was aMember and Chairman of the operations, audit, finance, and compensation committees at various times during that period. Mr.Weibling served as a board member of Nextel Partners from 1998 to 2006 and chaired the audit committee. His other public board wasXO Communications, Inc., where he served from 1996 to 2003. Mr. Weibling holds a Bachelor of Arts Degree from WittenbergUniversity, a Master of Arts Degree from the University of Nebraska, and a J.D. from the University of Nebraska. We believe Mr.Weibling’s financial expertise and experience as a venture capitalist investing in technology companies, in addition to his experience asa director of various companies, qualifies him to serve on our board of directors.

Family Relationships

Julie Wolff, spouse of Benjamin Wolff, Sarcos’ Executive Chairman and member of the board of directors, serves as our Chief LegalOfficer and Secretary.

There are no other family relationships among any of the proposed executive officers or directors.

Classified Board of Directors

Our Charter provides that our board of directors is divided into three classes with staggered three-year terms. Only one class ofdirectors is elected at each annual meeting of the post-combination company’s stockholders, with the other classes continuing for theremainder of their respective three-year terms. The directors are divided among the three classes as follows:

•the Class I directors are Kiva Allgood, Admiral Eric T. Olson (Ret.) and Benjamin G. Wolff, and their terms will expire at theannual meeting of stockholders to be held in 2022;

•the Class II directors are Matthew Shigenobu Muta, Laura J. Peterson and Dennis Weibling, and their terms will expire at theannual meeting of stockholders to be held in 2023; and

•the Class III directors are Priya Balasubramaniam, Brian D. Finn and Peter Klein, and their terms will expire at the annualmeeting of stockholders to be held in 2024.

There is no limit on the number of terms a director may serve on the board of directors. Any increase or decrease in the number ofdirectors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors.The classification of the board of directors with staggered three-year terms may have the effect of delaying or preventing changes incontrol of the post-combination company.

Under our Charter, directors are elected by a plurality voting standard, whereby each of our stockholders may not give more than onevote per share towards any one director nominee. There are no cumulative voting rights.

Director Independence

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Nasdaq listing standards require that a majority of our board of directors be independent. An “independent director” is definedgenerally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationshipwhich in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment incarrying out the responsibilities of a director. Our nominating and corporate governance committee and board of directors undertook areview of the independence of each director. Based on information provided by each director concerning his or her background,employment and affiliations, our nominating and corporate governance committee and board of directors determined that Ms.Balasubramaniam, Mr. Finn, Mr. Klein, Mr. Muta, Admiral Olson, Ms. Peterson and Mr. Weibling, representing seven of our ninedirectors, do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilitiesof a director and that each of these directors is an “independent director” as defined under the listing standards of Nasdaq.

Committees of the Board of Directors

Audit Committee

The members of our audit committee are Admiral Eric T. Olson (Ret.), Laura J. Peterson and Dennis Weibling, with Dennis Weiblingserving as chairperson. Our nominating and corporate governance committee and board of directors have determined that each memberof the audit committee meets the requirements for independence under the rules and regulations of the SEC and the listing standards ofNasdaq applicable to audit committee members and will also meet the financial literacy requirements of the listing standards of Nasdaq.In addition, our board of directors has determined that Dennis Weibling is an audit committee financial expert within the meaning ofItem 407(d) of Regulation S-K under the Securities Act. Our audit committee, among other things:

•selects, retains, compensates, evaluates, oversees and, where appropriate, terminates our independent registered publicaccounting firm;

•reviews and approves the scope and plans for the audits and the audit fees and approves all non-audit and tax services to beperformed by our independent auditor;

•evaluates the independence and qualifications of our independent registered public accounting firm;

•reviews our financial statements, and discusses with management and our independent registered public accounting firm theresults of the annual audit and the quarterly reviews;

•reviews and discusses with management and our independent registered public accounting firm the quality and adequacy of ourinternal controls and our disclosure controls and procedures;

•discusses with management our procedures regarding the presentation of our financial information, and reviews earnings pressreleases and guidance;

•oversees the design, implementation and performance of our internal audit function, if any;

•sets hiring policies with regard to the hiring of employees and former employees of our independent registered publicaccounting firm and oversees compliance with such policies;

•reviews, approves and monitors and reviews conflicts of interest of our board of directors members and officers and relatedparty transactions;

•adopts and oversees procedures to address complaints regarding accounting, internal accounting controls and auditing matters,including confidential, anonymous submissions by our employees of concerns regarding questionable accounting or auditingmatters;

•reviews and discusses with management and our independent registered public accounting firm the adequacy and effectivenessof our legal, regulatory and ethical compliance programs;

•reviews and discusses with management and our independent registered public accounting firm our guidelines and policies toidentify, monitor and address enterprise risks; and

•oversees, assists in the exploration and evaluation of, negotiates and, if appropriate, recommends to the board of directors forapproval strategic alternatives.

Our audit committee operates under a written charter that satisfies the applicable listing standards of Nasdaq

Compensation Committee

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The members of our compensation committee are Peter Klein, Matthew Shigenobu Muta and Admiral Eric T. Olson (Ret.), with PeterKlein serving as chairperson. Our nominating and corporate governance committee and board of directors have determined that eachmember of the compensation committee meets the requirements for independence under the rules and regulations of the SEC and thelisting standards of Nasdaq applicable to compensation committee members, and that each member of the compensation committee isalso a non-employee director, as defined pursuant to Rule 16b-3 promulgated under the Exchange Act. Our compensation committee,among other things:

•reviews and approves the compensation for our executive officers, including our chief executive officer;

•reviews, approves and administers our employee benefit and equity incentive plans;

•establishes and reviews the compensation plans and programs of our employees, and ensures that they are consistent with ourgeneral compensation strategy;

•monitors compliance with any stock ownership guidelines;

•approves or makes recommendations to our board of directors regarding the creation or revision of any clawback policy; and

•determines non-employee director compensation.

Our compensation committee operates under a written charter that satisfies the applicable listing standards of Nasdaq.

Nominating and Corporate Governance Committee

The members of our nominating and corporate governance committee are Priya Balasubramaniam, Brian D. Finn and Dennis Weibling,with Brian D. Finn serving as chairperson. Our nominating and corporate governance committee and board of directors has determinedthat each member of the nominating and corporate governance committee meets the requirements for independence under the listingstandards of Nasdaq. Our nominating and corporate governance committee, among other things:

•reviews and assesses and makes recommendations to our board of directors regarding desired qualifications, expertise andcharacteristics sought of board members;

•identifies, evaluates, selects or makes recommendations to our board of directors regarding nominees for election to our board ofdirectors;

•develops policies and procedures for considering stockholder nominees for election to our board of directors;

•reviews the succession planning process for our chief executive officer and any other members of our executive managementteam;

•reviews and makes recommendations to our board of directors regarding the composition, organization and governance of ourboard of directors and its committees;

•reviews and makes recommendations to the board of directors regarding our corporate governance guidelines and corporategovernance framework;

•oversees director orientation for new directors and continuing education for our directors;

•oversees the evaluation of the performance of the board of directors and its committees;

•reviews and monitors compliance with our code of business conduct and ethics; and

•administers policies and procedures for communications with the non-management members of the board of directors.

Our nominating and corporate governance committee operates under a written charter that satisfies the applicable listing standards ofNasdaq.

Strategic Transaction Committee

Our board of directors has created a strategic transaction committee. The members of the strategic transaction committee are Brian D.Finn, Peter Klein, Dennis Weibling and Benjamin G. Wolff, with Benjamin G. Wolff serving as chairperson. The

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Strategic Transaction Committee assists in the assessment of strategic acquisition opportunities and reports its findings to the board ofdirectors.

Compensation Committee Interlocks and Insider Participation

The members of our compensation committee are Peter Klein, Matthew Shigenobu Muta and Admiral Eric T. Olson (Ret.). None of themembers of our compensation committee is or has been an officer or employee of Sarcos. None of our executive officers currentlyserves, or in the past year has served, as a member of the board of directors or compensation committee (or other board committeeperforming equivalent functions or, in the absence of any such committee, the entire board of directors) of any entity that has one ormore executive officers that will serve on our board of directors or compensation committee.

Limitation of Liability and Indemnification of Officers and Directors

Our Charter contains provisions that limit the liability of our directors for monetary damages to the fullest extent permitted by theDelaware General Corporation Law (“DGCL”). In addition, if the DGCL is amended to provide for further limitations on the personalliability of directors of corporations, then the personal liability of our directors will be further limited to the greatest extent permitted bythe DGCL.

In addition, our Bylaws provide that we will indemnify our directors and officers, and may indemnify our employees, agents and anyother persons, to the fullest extent permitted by the DGCL. Our Bylaws also provide that we must advance expenses incurred by or onbehalf of a director or officer in advance of the final disposition of any action or proceeding, subject to limited exceptions.

Further, we have entered into indemnification agreements with each of our directors and executive officers that may be broader than thespecific indemnification provisions contained in the DGCL. These indemnification agreements require us, among other things, toindemnify our directors and executive officers against liabilities that may arise by reason of their status or service. Theseindemnification agreements also require us to advance all expenses reasonably and actually incurred by our directors and executiveofficers in investigating or defending any such action, suit or proceeding. We believe that these agreements are necessary to attract andretain qualified individuals to serve as directors and executive officers.

We also maintain insurance policies under which our directors and officers are insured, within the limits and subject to the limitationsof those policies, against certain expenses in connection with the defense of, and certain liabilities which might be imposed as a resultof, actions, suits, or proceedings to which they are parties by reason of being or having been our directors or officers. The coverageprovided by these policies may apply whether or not we would have the power to indemnify such person against such liability under theprovisions of the DGCL. At present, we are not aware of any pending litigation or proceeding involving any person who is or was oneof our directors or officers or was one of Rotor's or Old Sarcos’ directors or officers, or serves or has served as a director, officer,employee or agent of another corporation, partnership, joint venture, trust or other enterprise at our request or at the request of Rotor orOld Sarcos, for which indemnification is sought, and we are not aware of any threatened litigation that may result in any such claimsfor indemnification.

Code of Ethics

We have adopted a Code of Ethics applicable to our directors, executive officers and employees. The Code of Ethics codifies thebusiness and ethical principles that govern all aspects of our business. The full text of our code of business conduct and ethics is postedon the investor relations page on our website at https://investor.sarcos.com/governance/documents-charters. In addition, a copy of theCode of Ethics will be provided without charge upon request to us in writing at 650 South 500 West, Salt Lake City, Utah 84101 or bytelephone at 888-927-7296. Any amendments to or waivers of the Code of Conduct will be disclosed on our website.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our executive officers, directors and persons who beneficially own more than 10% of aregistered class of our equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of ourcommon stock and other equity securities. These executive officers, directors, and greater than 10% beneficial owners are required bySEC regulation to furnish us with copies of all Section 16(a) forms filed by such reporting persons. Based solely on a review of thecopies of such forms received by us, or written representations from certain reporting persons, we believe that during 2021, ourdirectors, executive officers, and 10% stockholders complied with all Section 16(a) filing requirements applicable to them, except for(a) Form 4s relating to one reportable transaction each due on December 13, 2021, but filed by each of Matthew Shigenobu Muta,Brian D. Finn, Admiral Eric T. Olson, Dennis Weibling, Priya Balasubramaniam, Laura J. Peterson and Peter Klein on December 29,2021 and (b) a Form 4 relating to one reportable transaction due on December 30,

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2021, but filed by Kristi Martindale on March 17, 2022. Such Form 4 filed by Kristi Martindale also included a reportable transactiondue on March 17, 2022.

Director Compensation

The following table sets forth information regarding the total compensation awarded to, earned by or paid to our non-employeedirectors for their service on our board of directors, for the fiscal year ended 2021. Directors who are also our employees receive noadditional compensation for their service as directors. During fiscal 2021, Mr. Wolff and Ms. Allgood were our employees andexecutive officers and therefore, did not receive compensation as a director. See “Executive Compensation” for additional informationregarding Mr. Wolff and Ms. Allgood’s compensation:

Name

Fees Paid orEarned in

Cash($)

StockAwards($)(1)

OptionsAwards

($)

Non-EquityIncentive PlanCompensation

($)

Change inPension Value

and NonqualifiedDeferred

CompensationEarnings

($)

All OtherCompensation

($)Total

($)Priya Balasubramaniam $ 12,875 $ 99,998 — — — — $ 112,873Brian D. Finn $ 15,125 $ 99,998 — — — — $ 115,123Peter Klein $ 14,375 $ 99,998 — — — — $ 114,373Matthew Shigenobu Muta $ 13,438 $ 99,998 — — — — $ 113,436Admiral Eric T. Olson $ 13,813 $ 99,998 — — — — $ 113,811Laura J. Peterson $ 14,375 $ 99,998 — — — — $ 114,373Dennis Weibling $ 16,625 $ 99,998 — — — — $ 116,623

(1) The amounts in this column represent the aggregate grant-date fair value of awards granted to each named executive officer, computed inaccordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. See Notes 1 and 8 toSarcos’ audited consolidated financial statements included elsewhere in this report for a discussion of the assumptions made by us in determining thegrant-date fair value of our equity awards.

Outside Director Compensation

In October 2021, our compensation committee adopted a new outside director compensation policy for our non-employee directors.This director compensation policy is designed to attract, retain, and reward non-employee directors. Under the director compensationpolicy, each non-employee director will receive the cash and equity compensation for board services described below. We also willreimburse our non-employee directors for reasonable, customary, and documented travel expenses to meetings of our board of directorsor its committee and other expenses.

Cash Compensation

Non-employee directors are entitled to receive the following cash compensation for their service under the director compensationpolicy:

•$50,000 per year for service as a board member;

•$15,000 per year for service as chair of the audit committee;

•$7,500 per year for service as member of the audit committee;

•$7,500 per year for service as chair of the compensation committee;

•$3,750 per year for service as member of the compensation committee;

•$3,000 per year for service as chair of the nominating and corporate governance committee; and

•$1,500 per year for service as chair of the nominating and corporate governance committee.

All cash payments to non-employee directors are paid quarterly in arrears on a pro-rated basis.

Equity Compensation

Initial Award

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On December 9, 2021, the first trading day on which we file an S-8 Registration Statement with the SEC, each individual who servedas a non-employee director on the effective date of the director compensation policy was granted an initial award of restricted stockunits (the “Initial Award”), with a grant date fair value (determined in accordance with U.S. generally accepted accounting principles)equal to $100,000, rounded to the nearest whole share. The total number of shares underlying each Initial Award was 12,315. EachInitial Award vests on the earlier of: (i) the first anniversary of the date the Initial Award is granted or (ii) the day prior to the date of theannual meeting of our stockholders (the “Annual Meeting”) next following the date the Initial Award was granted, in each case, subjectto the non-employee continuing to provide services to us through the applicable vesting date.

New Director Award

Each individual who becomes a non-employee director on or after the effective date of the director compensation policy willautomatically be granted on the date of the director’s appointment a new director award of restricted stock units (the “New DirectorAward”), with a grant date fair value (determined in accordance with U.S. generally accepted accounting principles) of $150,000multiplied by a fraction (i) the numerator of which is (x) 12 minus (y) the number of months between the date of the last annualmeeting of stockholders and the date the non-employee directors becomes a member of the board of directors and (ii) the denominatorof which is 12. The New Director Award will vest on the earlier of (i) the one-year anniversary of the date the New Director Award isgranted or (ii) the day of the annual meeting next following the date the New Director Award is granted, in each case, subject to thenon-employee director continuing to be a service provider through the applicable vesting date.

Annual Award

Each non-employee director will automatically receive, on the date of each annual meeting of our stockholders following the effectivedate of the policy, an annual award of restricted stock units (an “Annual Award”), with a grant date fair value (determined inaccordance with GAAP) of $150,000, rounded to the nearest whole share. The Annual Award will vest on the earlier of (i) the one-yearanniversary of the date the Annual Award is granted or (ii) the day prior to the date of the annual meeting next following the date theAnnual Award is granted, in each case, subject to the non-employee director continuing to be a service provider through the applicablevesting date.

In the event of a “change in control” (as defined in the 2021 Plan), each non-employee director’s outstanding awards will become fullyvested.

ITEM 11. EXECUTIVE COMPENSATION

To achieve our goals, we have designed, and intend to modify as necessary, our compensation and benefits program to attract, retain,incentivize and reward deeply talented and qualified executives who share our philosophy and desire to work towards achieving thesegoals.

We believe our compensation program should promote the success of our company and align executive incentives with the long-terminterests of our stockholders. Our current compensation programs primarily consist of salary, bonus and equity compensation awards.As our needs evolve, we intend to continue to evaluate our philosophy and compensation programs as circumstances require.

This section provides an overview of our executive compensation programs, including a narrative description of the material factorsnecessary to understand the information disclosed in the summary compensation table below, and in conjunction with our financialstatements and related notes appearing elsewhere in this Annual Report on Form 10-K. In general, compensation information includedin the following discussion is presented in actual dollar amounts.

Our named executive officers, consisting of each individual serving in the role of principal executive officer and the next two mosthighly compensated executive officers (other than our principal executive officers), as of December 31, 2021 were:

•Kiva Allgood, our Chief Executive Officer;

•Benjamin Wolff, our Executive Chairman and former Chief Executive Officer;

•Marian Joh, our former Chief Operating Officer; and

•Fraser Smith, our Chief Innovation Officer.

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Summary Compensation Table

The following table presents information regarding the compensation of our named executive officers for services rendered during thefiscal years ended December 31, 2020 and December 31, 2021:

Name and Principal PositionFiscalYear

Salary($)

Bonus($)(1)

Stock Awards($)(2)

Option Awards($)

Total($)

Kiva Allgood 2021 $ 8,654 $ — $ 3,000,002 $ 3,001,038 $ 6,009,694Chief Executive OfficerBenjamin Wolff (3) 2021 $ 396,258 $ 225,500 $ 45,049,998 $ 5,565,845 $ 51,237,601Executive Chairman 2020 $ 163,561 (4) $ — $ 354,442 $ — $ 518,003Marian Joh 2021 $ 256,923 $ — $ 1,802,000 $ 2,202,861 $ 4,261,784Chief Operating OfficerFraser Smith 2021 $ 334,719 $ 122,500 $ — $ — $ 457,219Chief Innovation Officer 2020 $ 285,005 (5) $ — $ 161,985 $ — $ 446,990

(1)The amounts in this column represent discretionary bonuses approved by our compensation committee in recognition of these named executiveofficers’ contributions to our company in 2021 and their continued employment with us. The amounts represent 100% of the named executive officer’starget annual bonus for 2021.

(2)The amounts in this column represent the aggregate grant-date fair value of awards granted to each named executive officer, computed inaccordance with the FASB ASC Topic 718. See Notes 1 and 8 to Sarcos’ audited consolidated financial statements included elsewhere in this reportfor a discussion of the assumptions made by us in determining the grant-date fair value of our equity awards.

(3)Benjamin Wolff served as our Chief Executive Officer from September 24, 2021 until December 12, 2021. Prior to that, Mr. Wolff served as theChief Executive Officer of Old Sarcos in 2020 and 2021.

(4)This amount reflects the period between January 1, 2020 and September 28, 2020, during which Mr. Wolff’s salary was reduced to $83,047.71.

(5)This amount reflects the period between January 1, 2020 and January 31, 2020, during which Mr. Smith’s salary was reduced to $7,528.73.

Outstanding Equity Awards at Fiscal 2021 Year-End

The following table sets forth information regarding outstanding equity awards held by Sarcos’ named executive officers as ofDecember 31, 2021.

Stock Awards Option Awards

Name(3)

Grant Date(1)

Number ofUnearned

Shares, Units orOther Rights

That Have NotVested

(#)

Market Value ofUnits of Stockthat Have Not

Vested (2)($)

Number ofSecurities

UnderlyingUnexercised

OptionsExercisable

Number ofSecurities

UnderlyingUnexercised

OptionsUnexercisable

UnearnedOptions

OptionExercise

PriceOption

Expiration DateKiva Allgood 12/13/2021 — — — 680,272 (4) $ 7.31 12/12/2031Kiva Allgood 12/13/2021 410,397 (5) $ 3,000,002 — — —Benjamin Wolff 3/31/2021 5,129,222 (6) $ 45,049,997 — — —Benjamin Wolff 5/11/2021 — — — 1,025,844 (7) $ 8.79 5/11/2031Marian Joh 9/24/2021 250,168 (8) $ 1,802,000 — — —Marian Joh 6/17/2021 — — — 153,876 (9) $ 8.79 6/16/2031Marian Joh 6/17/2021 — — — 256,461 (10) $ 8.79 6/16/2031

(1) Represents grant dates of the stock option and stock awards.(2) The amounts in this column represent the grant date fair value calculated in accordance with FASB ASC Topic 718.(3) Fraser Smith does not have any outstanding equity awards at Fiscal 2021 year end.(4) 25% of the shares subject to the Option will vest on December 13, 2022, and thereafter 1/12th of the shares subject to the Option shall vest everythree months on the same day of the month, subject to the Reporting Person's continued service to the Issuer through such date.(5) Represents restricted stock units (“RSUs”) granted pursuant to the 2021 Equity Incentive Plan (the “2021 Plan”) which can only be settled withshares of common stock. 25% of the award will vest on December 13, 2022, and thereafter 1/12th of the remaining portion of the award will vest everythree months on the same day of the month subject to the Reporting Person’s continued service to the Issuer through such date.

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(6) Vests over a 15-month period following the consummation of a qualifying transaction, subject to Mr. Wolff’s continued service. See “2021 WolffEquity Awards” section below.(7) Vests and becomes exercisable as to 25% of the grant on September 24, 2022, the one-year anniversary of the closing of the Business Combination,and as to 1/36th of the remaining portion of the grant at the end of each month thereafter, provided that 100% immediately vests and becomesexercisable upon the earlier of (i) a termination of service for reason other than a voluntary termination by Mr. Wolff that is not for “good reason” or atermination by us for cause, in either case, on or within the twelve (12) month period following the consummation of a change of control or (ii) thedeath of Mr. Wolff.(8) Represents RSUs, each RSU representing the right to receive one share of our common stock, (i) 51,292 of which will vest upon satisfaction of twoconditions while the reporting person remains an employee or provider of services to us: (A) a time and service requirement satisfied as to 1/4th of theRSUs on February 23, 2022 and thereafter 1/36th of the RSUs on each monthly vesting date following the vesting commencement date; and (B) aliquidity event requirement satisfied on the earliest to occur of the twelve months following the closing of an IPO of the our equity securities pursuantto an effective registration statement, immediately prior to a change in control transaction or immediately prior to an acquisition of the common stockof the company and 153,876 of which will vest upon satisfaction of two conditions while the reporting person remains an employee or provider ofservices to the Issuer: (A) a time and service requirement satisfied as to 1/4th of the RSUs on April 21, 2022 and thereafter 1/36th of the RSUs on eachmonthly vesting date following the vesting commencement date; and (B) a liquidity event requirement satisfied on the earliest to occur of thetwelvemonths following the closing of an IPO of our equity securities pursuant to an effective registration statement, immediately prior to a change incontrol transaction or immediately prior to an acquisition of the common stock of the company. Our board of directors has waived the deemed theliquidity event requirement conditions satisfied effective as of the of the Business Combination.(9) 25% of the shares subject to the option would have vested on February 23, 2022 with 1/48th of the shares subject to the option vesting monthlythereafter. This award was cancelled in connection with the termination of Ms. Joh's employment.(10) 25% of the shares subject to the option would have vested on May 6, 2022 with 1/48th of the shares subject to the option vesting monthlythereafter. This award was cancelled in connection with the termination of Ms. Joh's employment.

2021 Equity Compensation Decisions

2021 Wolff Equity Awards

In February 2021, Mr. Wolff was granted an award of shares of Old Sarcos Common Stock which, following the consummation of theBusiness Combination, represents 5,129,222 shares of Common Stock (the “2021 Wolff RSA”). In May 2021, Mr. Wolff was grantedan option to purchase shares of Old Sarcos Common Stock with an exercise price equal to the fair market value of Old Sarcos’Common Stock, as determined by Old Sarcos’ board of directors on the grant date (the “2021 Wolff Option” and together with the 2021Wolff RSA, the “2021 Wolff Equity Awards”). Following the consummation of the Business Combination, the 2021 Wolff Optionrepresents an option to purchase 1,025,844 shares of Common Stock at an exercise price per share equal to $8.79.

The Old Sarcos’ board of directors, in consultation with an outside compensation consultant, considered many factors in determiningthe size and terms of the 2021 Wolff Equity Awards, including Mr. Wolff’s percentage ownership in Old Sarcos, the estimated value ofhis Old Sarcos ownership interests, market data for similarly situated executives at comparable companies with an emphasis on theownership percentage, Mr. Wolff’s past and expected future contributions to Old Sarcos, and the potential dilutive effect of these grantsif Old Sarcos consummated a transaction with Rotor or any other qualifying transaction.

The 2021 Wolff RSA vests in four, equal quarterly installments beginning on the date that is six months following the BusinessCombination, subject to Mr. Wolff’s continued service, provided that 100% of the 2021 Wolff RSA will immediately vest upon theearlier of (i) a change of control following the Business Combination, (ii) a termination of Mr. Wolff’s service for reason other than avoluntary termination by Mr. Wolff that is not for “good reason” or a termination by Sarcos for “cause”, in either case, on or within thetwelve (12) month period following the consummation of a “change of control” that occurs before a qualifying merger transaction(which transaction would include the closing of the Business Combination) or (iii) Mr. Wolff’s death.

The 2021 Wolff Option vests and becomes exercisable as to 25% of the grant on the one-year anniversary of the Business Combination,and as to 1/36th of the remaining portion of the grant at the end of each month thereafter, provided that 100% of the 2021 Wolff Optionimmediately vests and becomes exercisable upon the earlier of (i) a termination of Mr. Wolff’s service for reason other than a voluntarytermination by Mr. Wolff that is not for “good reason” or a termination by Sarcos for “cause”, in either case, on or within the twelve(12) month period following the consummation of a “change of control” or (ii) Mr. Wolff’s death. The 2021 Wolff Option has a term of10 years, subject to earlier termination upon his termination.

2021 RSU Amendment

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In April 2021, the Old Sarcos’ board of directors approved an amendment to awards of restricted stock units held by each of the namedexecutive officers. This amendment resulted in the satisfaction of the liquidity-event performance condition upon the completion of theBusiness Combination.

Named Executive Officer Employment Arrangements

Our named executive officers are at-will employees. The key terms of employment with respect to our named executive officers arediscussed below. In addition, each of our named executive officers has executed our standard form of confidential information,invention assignment, nonsolicitation and noncompetition agreement, or confidentiality agreement.

Kiva Allgood

In December 2021, we entered into an employment agreement with Ms. Allgood (the “Allgood Employment Agreement”) inconnection with Ms. Allgood’s appointment as our president and chief executive officer. The Allgood Employment Agreement does nothave a specific term and provides that Ms. Allgood is an at-will employee. Under the Allgood Employment Agreement, Ms. Allgoodreceives an initial base salary of $450,000 per year and is eligible to receive an annual target bonus of 100% of Ms. Allgood’s annualbase salary. During the term of her employment with us, and for so long as she spends more than half of her working-time each monthat our Salt Lake City headquarters, we will pay her a monthly stipend in cash of $5,000 per month, less applicable tax withholding, tocover the cost of her corporate housing costs in the Salt Lake City metropolitan area.

In connection with Ms. Allgood’s appointment as President and Chief Executive Officer, the board of directors granted to Ms. Allgood(1) an option to purchase shares of our common stock with an approximate value of $3,000,000 (the “Option”) and (2) an award ofrestricted stock units with respect to shares of our common stock with an approximate value of $3,000,000 (the “RSU Award”). Theseequity awards are described in further detail in the “Outstanding Equity Awards at Fiscal 2021 Year-End” table above.

If, within the period beginning three months before and ending twelve months after a change in control, or the change in control period,Ms. Allgood’s employment is terminated by us without “cause” (excluding by reason of death, or “disability”) or she resigns for “goodreason” (as such terms are defined in her employment agreement), Ms. Allgood will become entitled to the following benefits:

•a lump-sum payment equal to twelve months of her annual base salary at the highest rate during the term of the AllgoodEmployment Agreement;

•a lump-sum payment equal to 100% of her target annual bonus as in effect for the fiscal year in which her termination ofemployment occurs or, if such amount is greater, as in effect immediately before the change in control;

•reimbursement for the premium costs to continue health coverage under the Consolidated Omnibus Reconciliation Act of 1985as amended, or COBRA, or taxable monthly payments in lieu thereof equal to such premium costs, in either case, for up totwelve months following her termination date; and

•100% accelerated vesting of all outstanding equity awards, and, with respect to equity awards with performance-based vesting,unless otherwise specified in the award agreements governing such equity awards, all performance goals or other vesting criteriawill be deemed achieved at target levels.

If, outside the change in control period, Ms. Allgood’s employment is terminated by us without cause (excluding by reason of death ordisability) or she resigns for good reason, Ms. Allgood will become entitled to the following benefits:

•continued payment of her annual base salary at the highest rate during the term of the Allgood Employment Agreement for aperiod of twelve months following her termination date; and

•reimbursement for the premium costs to continue health coverage under COBRA, or taxable monthly payments in lieu thereofequal to such premium costs, in either case, for up to twelve months following her termination date.

The receipt of the payments and benefits above is conditioned on Ms. Allgood timely signing and not revoking a release of claims,complying with her confidentiality agreement, and resigning from all officer and director positions with us.

In addition, if any of the payments or benefits provided for under Ms. Allgood’s employment agreement or otherwise payable to Ms.Allgood would constitute “parachute payments” within the meaning of Section 280G of the Code, and would be subject to the relatedexcise tax, she would be entitled to receive either full payment of such payments and benefits or such lesser

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amount that would result in no portion of the payments and benefits being subject to the excise tax, whichever results in the greateramount of after-tax benefits to her. Ms. Allgood’s employment agreement does not require us to provide any tax gross-up payments toher.

Benjamin Wolff

In December 2021, we entered into an amended and restated employment agreement with Mr. Wolff (the “Wolff EmploymentAgreement”) in connection with Mr. Wolff’s appointment as our executive chairman and resignation as our chief executive officer. TheWolff Employment Agreement does not have a specific term and provides that Mr. Wolff is an at-will employee. Under the WolffEmployment Agreement, Mr. Wolff’s base salary was reduced to $350,000 per year and he will not be eligible for annual performancebonuses effective of January 1, 2022. In addition, the Wolff Employment Agreement provides that Mr. Wolff will be eligible to receiveannual equity awards of our restricted stock units with a target value of approximately $500,000 pursuant to any plans or arrangementswe may have in effect from time to time.

If, within the period beginning three months before and ending twelve months after a change in control, or the change in control period,Mr. Wolff’s employment is terminated by us without “cause” (excluding by reason of death, or “disability”) or he resigns for “goodreason” (as such terms are defined in his employment agreement), Mr. Wolff will become entitled to the following benefits:

•a lump-sum payment equal to twelve months of his annual base salary at the highest rate during the term of the WolffEmployment Agreement;

•a lump-sum payment equal to 100% of his target annual bonus as in effect for the fiscal year in which his termination ofemployment occurs or, if such amount is greater, as in effect immediately before the change in control;

•reimbursement for the premium costs to continue health coverage under the Consolidated Omnibus Reconciliation Act of 1985as amended, or COBRA, or taxable monthly payments in lieu thereof equal to such premium costs, in either case, for up totwelve months following his termination date; and

•100% accelerated vesting of all outstanding equity awards, and, with respect to equity awards with performance-based vesting,unless otherwise specified in the award agreements governing such equity awards, all performance goals or other vesting criteriawill be deemed achieved at target levels.

If, outside the change in control period, Mr. Wolff’s employment is terminated by us without cause (excluding by reason of death ordisability) or he resigns for good reason, Mr. Wolff will become entitled to the following benefits:

•continued payment of his annual base salary at the highest rate during the term of the Wolff Employment Agreement for a periodof twelve months following his termination date;

•reimbursement for the premium costs to continue health coverage under COBRA, or taxable monthly payments in lieu thereofequal to such premium costs, in either case, for up to twelve months following his termination date; and

•each time-based our equity award (or portion thereof) that would have vested and, if applicable, become exercisable, had Mr.Wolff continued his employment through the date that is twelve (12) months following the termination date.

In addition, if Mr. Wolff’s employment is terminated by us due to Mr. Wolff’s disability or due to his death, 100% of his then-unvestedour equity awards will immediately vest and, if applicable become exercisable.

The receipt of the payments and benefits above is conditioned on Mr. Wolff timely signing and not revoking a release of claims,complying with his confidentiality agreement, and resigning from all officer and director positions with us.

In addition, if any of the payments or benefits provided for under Mr. Wolff’s employment agreement or otherwise payable to Mr.Wolff would constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended,or the Code, and would be subject to the related excise tax, he would be entitled to receive either full payment of such payments andbenefits or such lesser amount that would result in no portion of the payments and benefits being subject to the excise tax, whicheverresults in the greater amount of after-tax benefits to him. Mr. Wolff’s employment agreement does not require us to provide any taxgross-up payments to him.

Marian Joh

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In September 2021, we entered into an employment agreement with Ms. Joh, our Chief Operating Officer, that provides for theseverance and change in control benefits described below and supersedes any then-existing employment agreement or arrangement Ms.Joh may have had with us. The employment agreement does not have a specific term and provides that Ms. Joh is an at-will employee.Under the employment agreement, Ms. Joh received a base salary of $350,000 per year and was eligible to receive an annual targetbonus of 35% of Ms. Joh’s annual base salary.

If, within the period beginning three months before and ending twelve months after a change in control, or the change in control period,Ms. Joh’s employment was terminated by us without “cause” (excluding by reason of death, or “disability”) or she resigned for “goodreason” (as such terms are defined in her employment agreement), Ms. Joh would have become entitled to the following benefits:

•a lump-sum payment equal to six months of her annual base salary as of immediately before her termination (or if thetermination is due to a resignation for good reason based on a material reduction in base salary, then as of immediately beforesuch reduction) or, if such amount is greater, as of immediately before the change in control;

•a lump-sum payment equal to 100% of her target annual bonus as in effect for the fiscal year in which her termination ofemployment occurs or, if such amount is greater, as in effect immediately before the change in control;

•reimbursement for the premium costs to continue health coverage under the Consolidated Omnibus Reconciliation Act of 1985as amended, or COBRA, or taxable monthly payments in lieu thereof equal to such premium costs, in either case, for up to sixmonths following her termination date; and

•100% accelerated vesting of all outstanding equity awards, and, with respect to equity awards with performance-based vesting,unless otherwise specified in the award agreements governing such equity awards, all performance goals or other vesting criteriawill be deemed achieved at target levels.

If, outside the change in control period, Ms. Joh’s employment was terminated by us without cause (excluding by reason of death ordisability) or she resigned for good reason, Ms. Joh would have become entitled to the following benefits:

•continued payment of her annual base salary as of immediately before her termination (or if the termination is due to aresignation for good reason based on a material reduction in base salary, then as of immediately before such reduction) for sixmonths following her termination date; and

•reimbursement for the premium costs to continue health coverage under COBRA, or taxable monthly payments in lieu thereofequal to such premium costs, in either case, for up to six months following her termination date.

The receipt of the payments and benefits above is expected to be conditioned on Ms. Joh timely signing and not revoking a release ofclaims, complying with her confidentiality agreement, and resigning from all officer and director positions with us.

In addition, if any of the payments or benefits provided for under Ms. Joh’s employment agreement or otherwise payable to Ms. Johwould constitute “parachute payments” within the meaning of Section 280G of the Code and would be subject to the related excise tax,she would be entitled to receive either full payment of such payments and benefits or such lesser amount that would result in no portionof the payments and benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to her. Ms.Joh’s employment agreement does not require us to provide any tax gross-up payments to her. Ms. Joh’s employment agreementterminated on her employment termination date.

Fraser Smith

In September 2021, we entered into an employment agreement with Dr. Smith, our Chief Innovation Officer, that provides for theseverance and change in control benefits described below and supersedes any then-existing employment agreement or arrangement Dr.Smith may have had with us other than the agreement memorializing his award of restricted stock units outstanding immediately priorto the Business Combination. The employment agreement does not have a specific term and provides that Dr. Smith is an at-willemployee. Under the employment agreement, Dr. Smith receives a base salary of $350,000 per year and is eligible to receive an annualtarget bonus of 35% of Dr. Smith’s annual base salary.

If, within the period beginning three months before and ending twelve months after a change in control, or the change in control period,Dr. Smith’s employment is terminated by us without “cause” (excluding by reason of death, or “disability”) or he resigns for “goodreason” (as such terms are defined in his employment agreement), Dr. Smith will become entitled to the following benefits:

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•a lump-sum payment equal to six months of his annual base salary as of immediately before his termination (or if thetermination is due to a resignation for good reason based on a material reduction in base salary, then as of immediately beforesuch reduction) or, if such amount is greater, as of immediately before the change in control;

•a lump-sum payment equal to 100% of his target annual bonus as in effect for the fiscal year in which his termination ofemployment occurs or, if such amount is greater, as in effect immediately before the change in control;

•reimbursement for the premium costs to continue health coverage under the Consolidated Omnibus Reconciliation Act of 1985as amended, or COBRA, or taxable monthly payments in lieu thereof equal to such premium costs, in either case, for up to sixmonths following his termination date; and

•100% accelerated vesting of all outstanding equity awards, and, with respect to equity awards with performance-based vesting,unless otherwise specified in the award agreements governing such equity awards, all performance goals or other vesting criteriawill be deemed achieved at target levels.

If, outside the change in control period, Dr. Smith’s employment is terminated by us without cause (excluding by reason of death ordisability) or he resigns for good reason, Dr. Smith will become entitled to the following benefits:

•continued payment of his annual base salary as of immediately before his termination (or if the termination is due to aresignation for good reason based on a material reduction in base salary, then as of immediately before such reduction) for sixmonths following his termination date; and

•reimbursement for the premium costs to continue health coverage under COBRA, or taxable monthly payments in lieu thereofequal to such premium costs, in either case, for up to six months following his termination date.

The receipt of the payments and benefits above is expected to be conditioned on Dr. Smith timely signing and not revoking a release ofclaims, complying with his confidentiality agreement, and resigning from all officer and director positions with us.In addition, if any of the payments or benefits provided for under Dr. Smith’s employment agreement or otherwise payable to Dr. Smithwould constitute “parachute payments” within the meaning of Section 280G of the Code and would be subject to the related excise tax,he would be entitled to receive either full payment of such payments and benefits or such lesser amount that would result in no portionof the payments and benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to him. Dr.Smith’s employment agreement does not require us to provide any tax gross-up payments to him.

Employee Benefit and Stock Plans

2021 Plan

The following paragraphs provide a summary of the principal features of the 2021 Plan and its operation. However, this summary is nota complete description of all of the provisions of the 2021 Plan and is qualified in its entirety by the specific language of the 2021 Plan.

As of December 31, 2021, options to purchase 1,890,231 shares of Common Stock and restricted stock units covering 726,955 sharesof Common Stock were outstanding under the 2021 Plan.

Purposes of the 2021 Plan

The purposes of the 2021 Plan are to attract and retain personnel for positions with us, any parent or subsidiary, and any entity that is incontrol of, is controlled by or is under common control with us (such entities are referred to herein as our group); to provide additionalincentive to employees, directors, and consultants; and to promote the success of our business. These incentives may be providedthrough the grant of stock options, stock appreciation rights, restricted stock, restricted stock units or performance awards as theadministrator of the 2021 Plan may determine.

Authorized Shares

Subject to the adjustment provisions contained in the 2021 Plan, the maximum number of shares of Common Stock that may be issuedpursuant to awards under the 2021 Plan is (i) 30,000,000 shares of Common Stock, plus (ii) any shares of Common Stock subject tostock options and other awards that were assumed in the Business Combination and expire or otherwise terminate without having beenexercised in full, are tendered to or withheld by us for payment of an exercise price or for tax withholding obligations or are forfeited toor repurchased by us due to failure to vest, with the maximum number of shares to be added to the 2021 Plan pursuant to clause (ii)equal to 12,760,600 shares of Common Stock.

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Generally, if an award expires or becomes unexercisable without having been exercised in full, is surrendered under an exchangeprogram described below or, with respect to restricted stock, restricted stock units or performance awards, is forfeited to or reacquiredby us due to the failure to vest, the unpurchased shares (or for awards other than options or stock appreciation rights, the forfeited orrepurchased shares) that were subject to such awards will become available for future grant or sale under the 2021 Plan (unless it hasterminated). With respect to stock appreciation rights, only shares actually issued will cease to be available. Shares that actually havebeen issued under the 2021 Plan under any award will not be returned to the 2021 Plan and will not become available for futuredistribution under the 2021 Plan. Shares used to pay the exercise price of an award or to satisfy the tax withholding obligations relatedto an award will become available for future grant or sale. To the extent an award is paid out in cash rather than shares, such cashpayment will not reduce the number of shares available for issuance.

If any extraordinary dividend or other extraordinary distribution (whether in cash, shares, other securities, or other property),recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, reclassification,repurchase, or exchange of our shares or other securities, other change in our corporate structure affecting the shares, or any similarequity restructuring transaction, as that term is used in Statement of Financial Accounting Standards Board Accounting StandardsCodification Topic 718 (or any of its successors) affecting the shares occurs (including a change in control of us), the administrator, toprevent diminution or enlargement of the benefits or potential benefits intended to be provided under the 2021 Plan, will adjust thenumber and class of shares that may be delivered under the 2021 Plan and/or the number, class, and price of shares covered by eachoutstanding award, and the numerical share limits contained in the 2021 Plan.

Plan Administration

The Compensation Committee administers the 2021 Plan and is referred to as the administrator. Different administrators mayadminister the 2021 Plan with respect to different groups of service providers. However, our board of directors retains the authority toconcurrently administer the 2021 Plan and revoke the delegation of some or all authority previously delegated.

Subject to the terms of the 2021 Plan and applicable laws, the administrator generally will have the power, in its sole discretion, tomake any determinations and perform any actions deemed necessary or advisable for administering the 2021 Plan. The administratorwill have the power to administer the 2021 Plan, including the power to construe and interpret the 2021 Plan and awards granted underthe 2021 Plan, and determine the terms of awards, including the exercise price (if any), the number of shares of Common Stock subjectto each award, the time when awards may vest or be exercised (including the ability to accelerate the vesting and exercisability ofawards), and the form of consideration payable upon exercise, if applicable. The administrator may select the service providers towhom awards may be granted and approve forms of awards agreements under the 2021 Plan. The administrator will also have theauthority to amend awards (including the discretionary authority to extend the post-termination exercisability period of awards and toextend the maximum term of an option) and to temporarily suspend the exercisability of an award if the administrator deems suchsuspension to be necessary or appropriate for administrative purposes, subject to the provisions of the 2021 Plan. The administratormay institute and determine the terms and conditions of an exchange program under which (i) outstanding awards are surrendered orcancelled in exchange for awards of the same type (which may have higher or lower exercise prices and different terms), awards of adifferent type, and/or cash, (ii) participants have the opportunity to transfer any outstanding awards to a financial institution or otherperson or entity selected by the administrator, and/or (iii) the exercise price of an outstanding award is increased or reduced. Unless aparticipant is on an approved leave of absence, the administrator will have sole discretion to determine the date on which a participantstops actively providing services to us or our group. The administrator’s decisions, determinations, and interpretations are final andbinding on all participants and any other holders of awards.

Eligibility

Persons eligible to receive awards under the 2021 Plan include our officers and other employees, non-employee directors and ourconsultants.

Stock Options

Options may be granted under the 2021 Plan. Subject to the provisions of the 2021 Plan, the administrator will determine the terms andconditions of options, including when such options vest and become exercisable (and the administrator will have the discretion toaccelerate the time at which such options will vest or become exercisable). The per share exercise price of any option generally must beat least 100% of the fair market value of a share on the date of grant, and the term of an incentive stock option may not be more than 10years. However, with respect to any incentive stock option granted to an individual who owns 10% of the voting power of all classes ofour stock or any of its parent or subsidiary corporations, the term of such option must not exceed 5 years, and the per share exerciseprice of such incentive stock option must be at least 110% of the fair market value of a share on the grant date. After a participant’sservice terminates, he or she generally may exercise the vested portion

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of his or her option for the period of time stated in his or her option agreement. In no event may an option be exercised later than theexpiration of its term, except in certain circumstances where the expiration occurs during a period where exercise is not permitted underapplicable law, as described more fully in the 2021 Plan. Subject to the provisions of the 2021 Plan, the administrator will determinethe other terms of options, including the acceptable forms of consideration for exercising an option.

Stock Appreciation Rights

Stock appreciation rights may be granted under the 2021 Plan. Stock appreciation rights allow the recipient to receive the appreciationin the fair market value of Common Stock between the exercise date and the date of grant. Subject to the provisions of the 2021 Plan,the administrator will determine the terms and conditions of stock appreciation rights, including when such rights vest and becomeexercisable (and the administrator will have the discretion to accelerate the time at which such rights will vest or become exercisable)and whether to pay any increased appreciation in cash, shares, or a combination of both. The per share exercise price of a stockappreciation right must be at least 100% of the fair market value a share on the date of grant with respect to United States taxpayers,and the term of a stock appreciation right will be no more than 10 years. After a participant’s service terminates, he or she generallymay exercise the vested portion of his or her stock appreciation right for the period of time stated in his or her option agreement.However, in no event may a stock appreciation right be exercised later than the expiration of its terms, except in certain circumstanceswhere the expiration occurs during a period where exercise is not permitted under applicable law, as described more fully in the 2021Plan.

Restricted Stock

Restricted stock may be granted under the 2021 Plan. Restricted stock awards are grants of shares that vest in accordance with termsand conditions established by the administrator. The administrator will determine the number of shares of restricted stock granted toany employee, director or consultant. The administrator may impose whatever conditions to vesting it determines to be appropriate (forexample, the administrator may set restrictions based on the achievement of specific performance goals or continued service to us ormembers of our group), and the administrator will have the discretion to accelerate the time at which any restrictions will lapse or beremoved. Recipients of restricted stock awards generally will have voting but will not have dividend rights with respect to such sharesupon grant without regard to the restriction, unless the administrator provides otherwise. Shares of restricted stock as to which therestrictions have not lapsed are subject to our right of repurchase or forfeiture.

Restricted Stock Units

Restricted stock units may be granted under the 2021 Plan. Restricted stock units are bookkeeping entries representing an amount equalto the fair market value of one Share. The administrator will determine the terms and conditions of restricted stock units including thevesting criteria (which may include accomplishing specified performance criteria or continued service to us) and the form and timing ofpayment. The administrator will have the discretion to accelerate the time at which any restrictions will lapse or be removed and tosettle earned restricted stock units in cash, shares, or a combination of both.

Performance Awards

Performance awards may be granted under the 2021 Plan. Performance awards are awards that will result in a payment to a participantonly if objectives established by the administrator are achieved or the awards otherwise vest. The administrator will establishorganizational or individual performance objectives in its discretion, which, depending on the extent to which they are met, willdetermine the value of the payout for the performance awards to be paid out to participants. The administrator will have the discretionto reduce or waive any performance objectives or other vesting provisions for performance awards. Performance awards will have athreshold, target, and maximum payout value established by the administrator on or before to the grant date. The administrator willhave the discretion to pay earned performance awards in the form of cash, shares, or in some combination of both.

Non-Employee Directors

The 2021 Plan provides that any non-employee director, in any fiscal year, may not be paid, issued or granted cash retainer fees andequity awards (including awards under the 2021 Plan) with an aggregate value of more than $500,000, increased to $750,000 inconnection with the non-employee director’s initial service, with the value of each equity award based on its grant date fair value. Forpurposes of this limitation, the grant date fair value is determined in accordance with U.S. generally accepted accounting principles.Any cash compensation or equity awards granted under the 2021 Plan to a non-employee director for his or her services as anemployee, or for his or her services as a consultant (other than as a non-employee director), will not count for purposes of thelimitation. The maximum limit does not reflect the intended size of any potential compensation or equity awards to our non-employeedirectors.

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Non-Transferability of Awards

Unless the administrator provides otherwise, the 2021 Plan generally does not allow for the transfer or disposal of awards and only therecipient of an award may exercise an award during his or her lifetime. Any unauthorized transfer will be void.

Dissolution or Liquidation

If there is a proposed liquidation or dissolution of us, the administrator will notify participants at such time before the effective date ofsuch event as the administrator determines and all awards, to the extent that they have not been previously exercised, will terminateimmediately before the consummation of such event.

Merger or Change in Control

The 2021 Plan provides that if there is a merger or a “change in control” (as defined under the 2021 Plan) of us, each outstanding awardwill be treated as the administrator determines (subject to the following paragraph) without a participant’s consent, including that anaward be continued by the successor corporation or that vesting of awards may accelerate automatically upon consummation of thetransaction. The administrator will not be required to treat all awards, portions of awards or participants similarly and may modifyawards, subject to the provisions of the 2021 Plan.

If the successor corporation does not continue an award (or some portion of such award), the participant will fully vest in (and have theright to exercise) 100% of the then-unvested shares subject to his or her outstanding options and stock appreciation rights, allrestrictions on 100% of the participant’s outstanding restricted stock and restricted stock units will lapse, and, regarding 100% ofparticipant’s outstanding awards with performance-based vesting, all performance goals or other vesting criteria will be treated asachieved at 100% of target levels and all other terms and conditions met. In no event will vesting of an award accelerate as to more than100% of the award. If options or stock appreciation rights are not continued when a change in control or a merger of us with or intoanother corporation or other entity occurs, the administrator will notify the participant in writing or electronically that the participant’svested options or stock appreciation rights (after considering the foregoing vesting acceleration, if any) will be exercisable for a periodof time determined by the administrator in its sole discretion and all of the participant’s options or stock appreciation rights willterminate upon the expiration of such period (whether vested or unvested).

With respect to awards held by a non-employee director, in the event of a change in control, the non-employee director will fully vest inand have the right to exercise his or her options and/or stock appreciation rights, all restrictions on his or her restricted stock andrestricted stock units will lapse, and, with respect to awards with performance-based vesting, all performance goals or other vestingcriteria will be deemed achieved at 100% of target levels and all other terms and conditions met, unless specifically provided otherwiseunder the applicable award agreement or other written agreement with the participant.

Forfeiture and Clawback

All awards granted under the 2021 Plan will be subject to recoupment under any clawback policy that we are required to adopt underapplicable law or listing standards. In addition, the administrator may impose such other clawback, recovery or recoupment provisionsin an award agreement as the administrator determines necessary or appropriate, including without limitation to any reacquisition rightregarding previously acquired shares or other cash or property. In addition, the administrator may provide in an award agreement thatthe recipient’s rights, payments, and benefits with respect to such award shall be subject to reduction, cancellation, forfeiture orrecoupment upon the occurrence of specified events, in addition to any otherwise applicable vesting or performance conditions of anaward.

Amendment or Termination

The 2021 Plan became effective upon the closing of the Business Combination and will continue in effect until terminated by theadministrator, but no incentive stock options may be granted after ten (10) years from the earlier of the Board or stockholder approvalof the 2021 Plan. In addition, the Board will have the authority to amend, suspend, or terminate the 2021 Plan, but such action generallymay not materially impair the rights of any participant without his or her written consent.

2021 Employee Stock Purchase Plan

The following paragraphs provide a summary of the principal features of the ESPP and its operation. However, this summary is not acomplete description of all of the provisions of the ESPP and is qualified in its entirety by the specific language of the ESPP.

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Purpose

The purpose of the ESPP is to provide our eligible employees with an opportunity to purchase shares of Common Stock throughaccumulated contributions, which generally will be made through payroll deductions. The ESPP permits the administrator (as discussedbelow) to grant purchase rights that qualify for preferential tax treatment under Section 423 of the Code. In addition, the ESPPauthorizes the grant of purchase rights that do not qualify under Code Section 423 pursuant to rules, procedures or sub-plans adopted bythe administrator that are designed to achieve desired tax or other objectives.

Shares Available for Issuance

Subject to adjustment upon certain changes in our capitalization as described in the ESPP, the maximum number of shares of CommonStock that will be available for issuance under the ESPP will be 3,000,000 shares. The shares may be authorized, but unissued, orreacquired Common Stock. We currently are unable to determine how long this share reserve may last because the number of sharesthat will be issued in any year or offering period depends on a variety of factors that cannot be predicted with certainty, including, forexample, the number of employees who elect to participate in the ESPP, the level of contributions made by participants and the futureprice of shares of Common Stock.

Administration

The ESPP is administered by the Board or a committee appointed by the Board that is constituted to comply with applicable laws. Thecompensation committee is the administrator of the ESPP. Subject to the terms of the ESPP, the administrator has full and exclusivediscretionary authority to construe, interpret and apply the terms of the ESPP, to delegate ministerial duties to any of our employees, todesignate separate offerings under the ESPP, to designate subsidiaries and affiliates as participating in the Section 423 Component andthe Non-Section 423 Component, to determine eligibility, to adjudicate all disputed claims filed under the ESPP and to establish suchprocedures that it deems necessary or advisable for the administration of the ESPP. The administrator is authorized to adopt rules andprocedures in order to: determine eligibility to participate, determine the definition of compensation for the purposes of contributions tothe ESPP, handle contributions to the ESPP, coordinate the making of contributions to the ESPP, establish bank or trust accounts to holdcontributions to the ESPP, effect the payment of interest, effect the conversion of local currency, satisfy obligations to pay payroll tax,determine beneficiary designation requirements, implement and determine withholding procedures and determine procedures for thehandling of stock certificates that vary with applicable local requirements. The administrator also is authorized to determine that, to theextent permitted by applicable law, the terms of a purchase right granted under the ESPP or an offering to citizens or residents of anon-U.S. jurisdiction will be less favorable than the terms of options granted under the ESPP or the same offering to employees residentsolely in the United States. Every finding, decision and determination made by the administrator will, to the full extent permitted bylaw, be final and binding upon all parties.

Eligibility

Generally, all of our employees will be eligible to participate if they are customarily employed by us, or any of our participatingsubsidiary or affiliate, for at least 20 hours per week and more than five months in any calendar year. The administrator, in itsdiscretion, may, prior to an enrollment date, for all options to be granted on such enrollment date in an offering, determine that anemployee who (i) has not completed at least two years of service (or a lesser period of time determined by the administrator) since hisor her last hire date, (ii) customarily works not more than 20 hours per week (or a lesser period of time determined by theadministrator), (iii) customarily works not more than five months per calendar year (or a lesser period of time determined by theadministrator), (iv) is a highly compensated employee within the meaning of Section 414(q) of the Code, or (v) is a highly compensatedemployee within the meaning of Section 414(q) of the Code with compensation above a certain level or is an officer or subject todisclosure requirements under Section 16(a) of the U.S. Securities Exchange Act of 1934, as amended, is or is not eligible to participatein such offering period.

However, an employee may not be granted rights to purchase shares under the ESPP if such employee:

•immediately after the grant would own capital stock and/or hold outstanding options to purchase such stock possessing 5% ormore of the total combined voting power or value of all classes of our capital stock or of any of our parent or subsidiary; or

•holds rights to purchase shares under all our employee stock purchase plans or any of our parent or subsidiary that accrue at arate that exceeds $25,000 worth of shares for each calendar year in which such rights are outstanding at any time.

Offering Periods

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The ESPP includes a component that allows us to make offerings intended to qualify under Section 423 of the Code and a componentthat allows us to make offerings not intended to qualify under Section 423 of the Code to designated companies, as described in theESPP. Offering periods will begin and end on such dates as may be determined by the administrator in its discretion, in each case on auniform and nondiscriminatory basis, and may contain one or more purchase periods. The administrator may change the duration ofoffering periods (including commencement dates) with respect to future offerings so long as such change is announced prior to thescheduled beginning of the first offering period affected. No offering period may last more than twenty-seven (27) months.

Contributions

The ESPP permits participants to purchase shares of Common Stock through contributions (in the form of payroll deductions orotherwise to the extent permitted by the administrator) of up to 15% of their eligible compensation, which includes a participant’s basestraight time gross earnings but excludes payments for commissions, incentive compensation, bonuses, payments for overtime and shiftpremium, equity compensation income and other similar compensation. Unless otherwise determined by the administrator, a participantmay not change the rate of his or her contributions during an offering period.

Exercise of Purchase Right

Amounts contributed and accumulated by the participant are used to purchase shares of Common Stock at the end of each purchaseperiod. A participant may purchase a maximum number of shares during a purchase period as determined by the administrator in itsdiscretion and on a uniform and nondiscriminatory basis. The purchase price of the shares will be 85% of the lower of the fair marketvalue of Common Stock on the first trading day of the offering period or on the exercise date, which is generally the last trading day ofa purchase period. Participants may end their participation at any time during an offering period and will be paid their accruedcontributions that have not yet been used to purchase shares. Participation ends automatically upon termination of employment with us.

Termination of Participation

Participation in the ESPP generally terminates when a participating employee’s employment with us or a designated company ceasesfor any reason, the employee withdraws from the ESPP or we terminate or amend the ESPP such that the employee no longer is eligibleto participate. An employee may withdraw his or her participation in the ESPP at any time in accordance with procedures, and prior toany applicable deadline, specified by the administrator. Upon withdrawal from the ESPP, in general the employee will receive allamounts credited to his or her account without interest (unless otherwise required under applicable law) and his or her payrollwithholdings or contributions under the ESPP will cease.

Non-Transferability

Neither contributions credited to a participant’s account nor rights to purchase shares of Common Stock and any other rights andinterests under the ESPP may be assigned, transferred, pledged or otherwise disposed of (other than by will, the laws of descent anddistribution or beneficiary designation in the event of death). Any attempt at such prohibited disposition will be without effect, exceptthat we may treat such act as an election to withdraw participation.

Certain Transactions

In the event that any dividend or other distribution (whether in the form of cash, shares, other securities, or other property),recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, reclassification,repurchase, or exchange of shares of Common Stock or our other securities, or other change in our corporate structure affecting theCommon Stock occurs (other than any ordinary dividends or other ordinary distributions), the administrator, in order to preventdiminution or enlargement of the benefits or potential benefits intended to be made available under the ESPP in such manner it maydeem equitable, will adjust the number and class of shares that may be delivered under the ESPP, the purchase price per share, the classand the number of shares covered by each purchase right under the ESPP that has not yet been exercised, and the numerical limits ofthe ESPP.

In the event of our proposed dissolution or liquidation, any ongoing offering periods will be shortened and will terminate immediatelybefore completion of the proposed dissolution or liquidation following the purchase of shares under the shortened offering periods,unless provided otherwise by the administrator. Prior to the new exercise date, the administrator will notify participants regarding thenew exercise date and the exercise to occur on such date.

In the event of our merger or “change in control” (as defined in the ESPP), each outstanding option under the ESPP will be assumed orsubstituted for by the successor corporation or its parent or subsidiary. In the event that options are not assumed or

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substituted for, the offering period will be shortened by setting a new exercise date on which the offering period will end, which willoccur prior to the closing of the merger or change in control. Prior to the new exercise date, the administrator will notify participantsregarding the new exercise date and the exercise to occur on such date.

Amendment; Termination

The administrator has the authority to amend, suspend or terminate the ESPP. The ESPP automatically will terminate in 2041, unless itis terminated sooner. If the administrator determines that the ongoing operation of the ESPP may result in unfavorable financialaccounting consequences, the administrator may modify, amend or terminate the ESPP to reduce or eliminate such accountingconsequence. If the ESPP is terminated, the administrator in its discretion may terminate all outstanding offering periods eitherimmediately or after completion of the purchase of shares under the ESPP (which may be adjusted to occur sooner than originallyscheduled), or in accordance with their terms. If options are terminated prior to their expiration, then all amounts credited toparticipants that have not been used to purchase shares will be returned, without interest (unless otherwise required under applicablelaw), as soon as administratively practicable.

Sarcos Corp. 2015 Equity Incentive Plan

The Sarcos 2015 Equity Incentive Plan, or the 2015 Plan, was adopted by the Old Sarcos’ board of directors on June 22, 2015 andapproved by Old Sarcos’ stockholders on June 22, 2015. The shareholders of Old Sarcos last amended the 2015 Plan on January 5,2020.

The 2015 Plan terminated in connection with the closing of the Business Combination and Old Sarcos will not grant any additionalawards under the 2015 Plan. The 2015 Plan will, however, continue to govern the terms and conditions of the outstanding awardsgranted under the 2015 Plan prior to the termination of the 2015 Plan.

Authorized Shares

As of December 31, 2021, options to purchase 8,136,863 shares of Common Stock, restricted stock units covering 235,624 shares ofCommon Stock, and 5,129,222 shares of restricted Common Stock were outstanding under the 2015 Plan.

Plan Administration

Our Compensation Committee currently administers the 2015 Plan. The administrator is authorized to interpret the provisions of the2015 Plan and individual award agreements and generally to take any other actions that are contemplated by the 2015 Plan or necessaryor desirable in the administration of the 2015 Plan and individual award agreements. Any decision made or action taken by theadministrator or in connection with the administration of the 2015 Plan will be final and conclusive on all persons.

Stock Options

Prior to the Closing, the administrator granted nonstatutory stock options under the 2015 Plan. The exercise price of such options mustequal at least the fair market value of Old Sarcos’ common stock on the date of grant. The administrator will determine the methods ofpayment of the exercise price of an option, which may include cash, check, bank draft, money order, promissory note, delivery ofshares, “net exercise” or other property acceptable to the administrator. Subject to the provisions of the 2015 Plan, the administratordetermines the remaining terms of the options (e.g., vesting).

Restricted Stock

Prior to the Closing, restricted stock may be granted under the 2015 Plan. Shares of restricted stock vest, and the restrictions on suchshares will lapse, in accordance with terms and conditions established by the administrator. The administrator, in its sole discretion,may accelerate the time at which any restrictions lapse or be removed. Recipients of restricted stock awards have voting and dividendrights with respect to such shares upon grant without regard to vesting, unless the administrator provides otherwise. The specific termswill be set forth in an award agreement.

Restricted Stock Units

Prior to the Closing, restricted stock units were granted under the 2015 Plan. The administrator determines the terms and conditions ofrestricted stock units including the vesting criteria, which may include achievement of specified performance criteria or continuedservice to Old Sarcos, and the form and timing of payment. The administrator, in its sole discretion, may reduce or waive any vestingcriteria that must be met to receive a payout. The administrator determines in its sole discretion whether an award will be settled instock, cash or a combination of both. Restricted stock units that do not vest will be forfeited

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by the recipient and will revert to Old Sarcos and again become available for issuance under the 2015 Plan. Specific terms are set forthin specific award agreements.

Non-Transferability of Awards

Unless the administrator provides otherwise, the 2015 Plan generally does not allow for the transfer of awards (except by will or by thelaws of descent and distribution), and only the recipient of an award may exercise an award during his or her lifetime.

Certain Adjustments

In the event of certain changes in the capitalization of Old Sarcos, the administrator will appropriately and proportionally adjust thenumber and class of shares that may be delivered under the 2015 Plan or the number, class, and price of shares covered by eachoutstanding award.

Corporate Transaction

The 2015 Plan generally provides that in the event of a Corporate Transaction (such as a merger or change in control), as defined underthe 2015 Plan, each outstanding award will be treated as the administrator determines without a participant’s consent, including thatawards may be assumed, substituted, or continued, the vesting of awards may be accelerated and remain exercisable for a period oftime, and terminate on the closing of the closing of the corporate transaction if unexercised, assign any reacquisition or repurchaserights, arrange for the termination of any reacquisition or repurchase right, cancel or arrange for the cancellation of any stock award, tothe extent not vested or not exercised in exchange for such cash consideration, or make a payment equal to the excess, if any, of (A) thevalue of the property that would have received upon the exercise of the award over (B) any exercise price payable with respect to suchaward. The administrator does not need to treat similarly all the awards, all the awards held by the same participant, or all awards of thesame type.

Under the terms of certain stock options granted to participants under the 2015 Plan, if the participant’s employment is terminated,other than voluntary termination by the participant or termination for Cause (as defined above) in connection with or within 12 monthsafter a change of control, 100% of the then unvested and outstanding Old Sarcos option awards held by such participant shallimmediately vest. Certain other stock options granted to participants under the 2015 Plan provide that in the event of a change incontrol, the unvested portion of options granted to certain participants under the 2015 Plan will immediately vest upon theconsummation of such change of control.

Amendment

The Old Sarcos’ board of directors has the authority to amend, alter, suspend or terminate the 2015 Plan, provided such action does notimpair the existing rights of any participant.

401(k) Plan

We maintain a 401(k) retirement savings plan for the benefit of our employees, including our named executive officers, who satisfycertain eligibility requirements. Under the 401(k) plan, eligible employees may elect to defer a portion of their compensation, withinthe limits prescribed by the Code, on a pre-tax or after-tax (Roth) basis, through contributions to the 401(k) plan. The 401(k) plan isintended to qualify under Sections 401(a) and 501(a) of the Code. As a tax-qualified retirement plan, pre-tax contributions to the 401(k)plan and earnings on those pre-tax contributions are not taxable to the employees until distributed from the 401(k) plan, and earnings onRoth contributions are not taxable when distributed from the 401(k) plan.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATEDSTOCKHOLDER MATTERS

The following table sets forth information regarding the actual beneficial ownership of Common Stock as of February 15, 2022 by:

•each person who is the beneficial owner of more than five percent (5%) of the outstanding shares of Common Stock;

•each of our named executive officers and directors; and

•all of our officers and directors, as a group.

Beneficial ownership is determined according to SEC rules, which generally provide that a person has beneficial ownership of asecurity if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants

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that are currently exercisable or exercisable within 60 days. Except as described in the footnotes below and subject to applicablecommunity property laws and similar laws, we believe that each person listed below has sole voting and investment power with respectto such shares.

The beneficial ownership of Company Common Stock is based on 142,901,760 shares of Company Common Stock issued andoutstanding as of the record date. For purposes of calculating the ownership percentages in the table below, the number of sharesoutstanding for each person assumes full exercise of only such person’s outstanding options and warrants that are exercisable within 60days of February 15, 2022.

Name and Address of Beneficial Owners(1)Number of

Shares %Directors and Named Executive Officers of the CompanyKiva Allgood — —Benjamin G. Wolff(2) 20,145,480 14.1%Marian Joh — *Brian D. Finn(3) 14,999,098 10.5%Peter Klein(4) 256,460 *Laura J. Peterson — —Admiral Eric T. Olson (Ret.)(5) 102,584 *Dennis Weibling(6) 2,980,547 2.1%Matthew Shigenobu Muta — —Priya Balasubramaniam — —Dr. Fraser Smith(7) 14,141,962 9.9%All Directors and Executive Officers as a Group (13 individuals) 53,195,232 36.8%

5% HoldersBlackRock, Inc.(8) 19,686,414 13.8%Rotor-Sarcos, LLC(9) 8,942,957 6.3%Marc Olivier(10) 14,451,454 10.1%DIG Investments XVIII AB(11) 11,365,442 8.0%Schlumberger Technology Corporation(12) 7,939,764 5.6%

* Represents less than 1%

(1)Unless otherwise noted, the business address of each of our stockholders is c/o Sarcos Robotics and Technology Corporation, 650 South 500 West,Suite 150, Salt Lake City, Utah 84101.

(2)Consists of (a) 14,598,714 shares of Common Stock held by Mare’s Leg Capital, LLC (“MLC”) an entity wholly owned by Mr. Wolff and hisspouse, Julie Wolff; (b) 5,129,222 shares of Common Stock held by Mr. Wolff; (c) 141,053 shares of Common Stock underlying options held by JulieWolff exercisable within 60 days of February 15, 2022; and (d) 276,491 shares of Common Stock underlying restricted stock units held by Mr. Wolffscheduled to vest within 60 days of February 15, 2022.

(3)Consists of (a) 371,473 shares held by Marstar Investments, LLC, (b) 5,672,168 shares held by Rotor Sponsor LLC, (c) 8,942,957 shares held byRotor-Sarcos, LLC and (d) 12,500 shares held by Gee Jay LLC. Mr. Finn is the administrator of and has sole voting and dispositive control over theshares held by Marstar Investments, LLC. Mr. Finn is a managing member of and has sole voting and dispositive power over the shares held by RotorSponsor LLC. Mr. Finn is a member of and has shared voting and dispositive power over shares held by Rotor-Sarcos, LLC. As of February 15, 2022,Mr. Finn served as trustee of a trust affiliated with Gee Jay LLC. Mr. Finn disclaims beneficial ownership of these shares except to the extent of anypecuniary interest therein.

(4)Consists of 256,460 shares of Common Stock underlying options held by Mr. Klein exercisable within 60 days of February 15, 2022.

(5)Consists of 102,584 shares of Common Stock underlying options held by Adm. Olson exercisable within 60 days of February 15, 2022.

(6)Consists of (a) 708,108 shares of Common Stock held by Mr. Weibling; (b) 2,260,683 shares of Common Stock held by the Weibling Living Trust;and (c) 11,756 shares of Common Stock underlying options exercisable within 60 days of February 15, 2022. Mr. Weibling has sole voting anddispositive power over the shares held by the Weibling Living Trust. The address of the Weibling Living Trust is 2205 Carillon Point, Kirkland, WA98033.

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(7)Consists of (a) 14,016,020 shares of Common Stock held by Dr. Smith and (b) 125,942 shares of Common Stock underlying restricted stock unitsscheduled to vest within 60 days of February 15, 2022.

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(8)The number of shares owned set forth above is based solely on the most recently available Schedule 13G/A filed with the SEC by BlackRock, Inc.Consists of 19,686,414 shares of Common Stock held by funds and accounts under management by subsidiaries of BlackRock, Inc. The registeredholders of the referenced shares are funds and accounts under management by subsidiaries of BlackRock, Inc. BlackRock, Inc. is the ultimate parentholding company of such subsidiaries. On behalf of such subsidiaries, the applicable portfolio managers, as managing directors (or in other capacities)of such entities, and/or the applicable investment committee members of such funds and accounts, have voting and investment power over the sharesheld by the funds and accounts which are the registered holders of the referenced shares. Such portfolio managers and/or investment committeemembers expressly disclaim beneficial ownership of all shares held by such funds and accounts. The address of such funds and accounts, suchsubsidiaries and such portfolio managers and/or investment committee members is 55 East 52nd Street, New York, NY 10055.

(9)Brian D. Finn has shared control of Rotor-Sarcos, LLC. As such, he has shared voting and dispositive power over the shares of Common Stockowned by Rotor-Sarcos, LLC. Mr. Finn disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein.

(10)Consists of (a) 14,325,512 shares of Common Stock to held by Dr. Olivier and (b) 125,942 shares of Common Stock underlying restricted stockunits scheduled to vest within 60 days of February 15, 2022.

(11)Consists of 11,365,442 shares of Common Stock held by DIG Investments XVIII AB (“DIG”). Martin HP Söderström has voting or investmentcontrol over the shares held by DIG. The business address of DIG and Mr. Söderström is Box 55998, 102 16 Stockholm, Sweden.

(12)Schlumberger Holdings Corporation is the sole stockholder of Schlumberger Technology Corporation. Schlumberger B.V. is the sole stockholderof Schlumberger Holdings Corporation. Schlumberger N.V. (Schlumberger Limited) is the sole stockholder of Schlumberger B.V. Schlumberger N.V.(Schlumberger Limited) owns, directly or indirectly, all of the equity interests of Schlumberger Technology Corporation, and has voting or investmentcontrol over the shares held by Schlumberger Technology Corporation. For a list of officers of Schlumberger N.V. (Schlumberger Limited), pleaserefer to Schlumberger N.V. (Schlumberger Limited)'s public filings. The business address for Schlumberger Technology Corporation andSchlumberger Holdings Corporation is 300 Schlumberger Drive, Sugar Land, Texas 77478. The business address for Schlumberger BV is Parkstraat83, 2514 JG The Hague, Netherlands. The business address for Schlumberger N.V. (Schlumberger Limited) is 5599 San Felipe, 17th Floor, Houston,Texas 77056.

Please see the sections titled “Directors, Executive Officers and Corporate Governance,” “Executive Compensation” and “CertainRelationships and Related Transactions” appearing elsewhere in this Annual Report on Form 10-K for information regarding materialrelationships with our principal securityholders within the past two years.

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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In addition to the compensation arrangements, including employment, termination of employment and change in control arrangements,discussed in the sections titled “Directors, Executive Officers and Corporate Governance” and “Executive Compensation,” thefollowing is a description of each transaction since January 1, 2021, and each currently proposed transaction, in which:

•we or either Rotor or Old Sarcos was a participant;

•the amount involved exceeded or exceeds $120,000;

•any of our, Old Sarcos or Rotor directors, executive officers, or beneficial holders of more than 5% of any class of our capitalstock, or any immediate family member of, or person sharing the household with, any of these individuals or entities, had or willhave a direct or indirect material interest.

Certain Relationships and Related Person Transactions – Rotor

Founder Shares and Private Placement Warrants

In September 2020, the Sponsor paid an aggregate of $25,000, or approximately $0.004 per share, in exchange for the issuance of5,750,000 Founder Shares. The number of Founder Shares issued was determined based on the expectation that such Founder Shareswould represent 20% of the outstanding shares upon completion of Rotor’s Initial Public Offering. In January 2021, Rotor effectuated astock dividend of 0.2 Founder Shares for each outstanding Founder Share, resulting in there being an aggregate of 6,900,000 FounderShares outstanding. Of the 6,900,000 Founder Shares, the Sponsor had agreed to forfeit an aggregate of up to 900,000 Founder Sharesto the extent that the over-allotment option was not exercised in full by the underwriters. As of January 20, 2021, the underwriterexercised its over-allotment option in full. As a result, these 900,000 Founder Shares are no longer subject to forfeiture. Simultaneouslywith the closing of the Initial Public Offering, Rotor issued 790,384 Founder Shares to the BlackRock and Millennium Holderspursuant to the BlackRock Letter Agreement and Millennium Letter Agreement and cancelled a like number of shares of FounderShares owned by the Sponsor.

Simultaneously with the closing of the Initial Public Offering, the Rotor Restricted Stockholders purchased an aggregate of 7,270,000Private Placement Warrants, each exercisable to purchase one share of Class A Common Stock at a price of $11.50 per share, and theBlackRock and Millennium Holders purchased Founder Shares, in each case in a private placement. We received an aggregate of$7,270,000 from the sale of Private Placement Warrants to the Rotor Restricted Stockholders and sale of Founder Shares to theBlackRock and Millennium Holders. The proceeds from the sale of the Private Placement Warrants were added to the net proceedsfrom the Initial Public Offering held in the Trust Account. If we did not complete a Business Combination within the combinationperiod, the proceeds from the sale of the Private Placement Warrants would have been used to fund the redemption of the Public Shares(subject to the requirements of applicable law) and the Private Placement Warrants would have expired worthless. At the closing of thePrivate Placement, on January 20, 2021, $212,308 of excess funding was due to be repaid to the Sponsor.

Founders Letter Agreement

In connection with our Initial Public Offering, the Sponsor and Rotor’s directors and officers (collectively, the “Original Founders”)entered into a letter agreement with Rotor, whereby the Original Founders agreed to vote their shares of Common Stock in favor of aninitial business combination, including the Business Combination and proposals set forth in our proxy statement, filed with the SEC onAugust 6, 2021, as supplemented by the proxy supplement filed on August 30, 2021 (the “proxy statement”). In addition to votingobligations, the Original Founders entered into a letter agreement in connection with the Rotor IPO (the “Founders Letter Agreement”),pursuant to which the Original Founders agreed to certain lock-up and transfer restrictions with respect to their Founder Shares andPrivate Placement Warrants. The Sponsor and each member of our management team have agreed not to transfer, assign or sell any oftheir Founder Shares until the earliest of (a) one year after the completion of the Business Combination and (b) upon completion of theBusiness Combination, (x) if the last reported sale price of our Common Stock equals or exceeds $12.00 per share (as adjusted for stocksplits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day periodcommencing at least 150 days after our Business Combination or (y) the date on which we complete a liquidation, merger, capital stockexchange or other similar transaction after the Business Combination that results in all of our stockholders having the right to exchangetheir Common Stock for cash, securities or other property. The Private Placement Warrants and the respective Common Stockunderlying such Warrants are not transferable or salable until 30 days after the completion of the Business Combination. The foregoingrestrictions are not applicable to transfers (a) to Rotor’s initial officers or directors, any affiliates or family members of any of our initialstockholders, officers or directors, any members of the Sponsor or its affiliates, any affiliates of the Sponsor, or any employees of suchaffiliates; (b) in the case of an individual, by gift to a member of one of the individual’s immediate

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family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to acharitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) inthe case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with thecompletion of the Business Combination at prices no greater than the price at which the founder shares, Private Placement Warrants orCommon Stock, as applicable, were originally purchased; (f) by virtue of the limited partnership agreements or other applicableorganizational documents of the Sponsor upon dissolution of the Sponsor; (g) as distributions to limited partners or members of theSponsor; (h) by virtue of the laws of the State of Delaware or of the Sponsor’s organizational documents upon liquidation or dissolutionof the Sponsor; (i) to us for no value for cancellation in connection with the completion of the Business Combination; or (j) in the eventof our completion of a liquidation, merger, capital stock exchange or other similar transaction which results in all of our stockholdershaving the right to exchange their Common Stock for cash, securities or other property subsequent to our completion of the BusinessCombination; provided, however, that in the case of clauses (a) through (h), or with our prior written consent, these permittedtransferees must enter into a written agreement agreeing to be bound by these transfer restrictions and the other restrictions contained inthe letter agreements. Those Original Founders who are also Specified Sarcos Equity Holders are subject to the restrictions set forth inthe Other Lock-Up Agreements upon distribution of any of our Common Stock or Private Placement Warrants by the Sponsor to suchpersons.

Additionally, the Sponsor agreed to be liable to Rotor if and to the extent any claims by a third party (other than Rotor’s independentregistered public accounting firm) for services rendered or products sold to Rotor, or a prospective target business with which Rotor hasdiscussed entering into a transaction agreement, reduce the amounts in the trust account to below the lesser of (i) $10.00 per publicshare and (ii) the actual amount per share held in the trust account as of the date of the liquidation of the trust account if less than$10.00 per share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay Rotortaxes, if any, provided that such liability would not apply to any claims by a third party or prospective target business that executed awaiver of any and all rights to seek access to the trust account nor would it apply to any claims under Rotor’s indemnity of theunderwriters of its Initial Public Offering against certain liabilities, including liabilities under the Securities Act.

On January 14, 2021, each of the Millennium and BlackRock Holders entered into a letter agreement (the “Millennium LetterAgreement” and “BlackRock Letter Agreement,” respectively), whereby the Millennium Holder, among other things agreed topurchase from us 395,192 Founder Shares for $436,731 and 419,423 Private Placement Warrants for $419,423 and the BlackRockHolders agreed to purchase from us 395,192 Founder Shares for $436,727 and 419,423 Private Placement Warrants for $419,423.Pursuant to the Millennium Letter Agreement and the BlackRock Letter Agreement, the Founder Shares and Private PlacementWarrants are subject to the same lock-up and transfer restrictions as set forth in the Founders Letter Agreement (with substantiallysimilar provisions with respect to permitted transferees) and Millennium shall have the same registration rights as set forth in theFounder Registration Rights Agreement, dated as of January 14, 2021, entered into by and among Rotor and certain Rotor stockholders.

Founder Registration Rights Agreement

Rotor entered into the Registration Rights Agreement with respect to the Private Placement Warrants and the shares of Class ACommon Stock issuable upon exercise of the foregoing and upon conversion of the Founder Shares. Pursuant to the Registration RightsAgreement, the Rotor Restricted Stockholders and their permitted transferees are entitled to make up to three demands, excluding shortform demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect toregistration statements filed subsequent to our completion of our initial business combination. We will bear the expenses incurred inconnection with the filing of any such registration statements.

Subscription Agreements

Messrs. Finn, Howard and Selig, each directors of Rotor prior to the Business Combination, were participants in the PIPE Financingand executed Subscription Agreements with Rotor. Mr. Finn, who also serves as our director following the Business Combination,through an investment vehicle held indirectly by family trusts (to which he is not a beneficiary), subscribed for 130,000 shares of ourCommon Stock for an aggregate purchase price of $1.3 million. Mr. Finn also subscribed for 12,500 shares of our Common Stockthrough a separate investment vehicle of which he is a trustee. Mr. Howard subscribed for 100,000 shares of our Common Stock for anaggregate purchase price of $1 million. Mr. Selig subscribed for 25,000 shares of our Common Stock for an aggregate purchase price of$250,000.

Related Party Loans

In order to finance transaction costs in connection with the Business Combination, Rotor’s Sponsor, officers, directors or their affiliateswere permitted, but were not obligated to, loan Rotor funds (collectively, the “Working Capital Loans”). Pursuant to the MergerAgreement, Rotor was permitted to incur up to $1,500,000 in working capital loans, provided that such loans were

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non-interest bearing and did not have any prepayment or repayment premiums, penalties, breakage or similar costs if it were to beprepaid or repaid in full.

In the event that the Business Combination did not close, we were permitted to use a portion of the working capital held outside theTrust Account to repay the Working Capital Loans, but no proceeds from our Trust Account would have been used to repay theWorking Capital Loans. Up to $1,500,000 of the Working Capital Loans was convertible into warrants at a price of $1.00 per warrant atthe option of the lender. The warrants would have been identical to the Private Placement Warrants, including as to exercise price,exercisability and exercise period.

On September 14, 2020, the Sponsor agreed to loan Rotor an aggregate of up to $150,000 to cover expenses related to the Initial PublicOffering pursuant to a promissory note (the “Promissory Note”). The Promissory Note was non-interest bearing and was payable on theearlier of (i) June 30, 2021, (ii) the consummation of the Initial Public Offering or (iii) the date on which Rotor determined not toproceed with the Initial Public Offering. As of December 31, 2020, there was $105,336 in borrowings outstanding under the PromissoryNote, which was due on demand, and which were subsequently repaid at the closing of Rotor’s Initial Public Offering.

On May 11, 2021, the Sponsor loaned to Rotor an aggregate of $145,000 for working capital purposes. On June 9, 2021, the Sponsoragreed to loan Rotor up to an additional $300,000 for working capital purposes. Each of the foregoing is evidenced by a separatepromissory note (the “Notes,” each a “Note”) which was non-interest bearing and payable upon the consummation by Rotor of amerger, share exchange, asset acquisition, or other similar business combination with one or more businesses or entities. Uponconsummation of the Business Combination, the Sponsor had the option, but not the obligation, to convert the outstanding principalbalance of the Notes, in whole or in part, into our warrants, identical to the Private Placement Warrants (the “Note Warrants”), at a priceof $1.00 per Note Warrant. Each Note Warrant would have been exercisable into one share of Rotor Class A common stock at a price of$11.50 per share, subject to adjustment. The Warrants (i) would not be redeemable by us, (ii) would be exercised for cash or on acashless basis so long as they are held by the initial holder or its permitted transferees, and (iii) would not be transferable, assignable orsalable until 30 days after the completion of the Business Combination except in limited circumstances.

If we did not consummate the Business Combination, the Notes would not have been repaid and all amounts owed under the Noteswould have been forgiven except to the extent that Rotor had funds available to it outside of its trust account established in connectionwith the initial public offering.

Certain Relationships and Related Person Transactions – Old Sarcos

Series C Preferred Stock Financing

Between January and March 2020, Old Sarcos sold an aggregate of 3,552,228 shares of Old Sarcos’ Series C Preferred Stock at apurchase price of $11.3243 per share to accredited investors for an aggregate purchase price of approximately $40 million (the “SeriesC Financing”). Each share of Old Sarcos’ Series C Preferred Stock was converted automatically into shares of our common stock inconnection with the completion of the Business Combination, as provided in the Merger Agreement.

The following table summarizes purchases of Old Sarcos’ Series C Preferred Stock by related parties (in each case before giving effectto the exchange upon the consummation of the Business Combination):

ShareholderShares of Series C

Preferred Stock Total Purchase PriceCaterpillar Venture Capital Inc. (1) 220,764 $ 2,499,997.77Dennis Weibling (2) 88,305 $ 999,992.32DIG Investments XVIII AB (3) 203,104 $ 2,300,010.63Rotor-Sarcos, LLC (4) 1,743,531 $ 19,744,268.12Schlumberger Technology Corporation (5) 44,152 $ 499,990.50

(1)Michael Young was a member of the Old Sarcos Board and was a member of the Old Sarcos’ board of directors at the time ofthe Series C Financing. Mr. Young is affiliated with Caterpillar Venture Capital Inc.

(2)Dennis Weibling was a member of the Old Sarcos’ board of directors and is a member of our board of directors.

(3)Michael Young was a member of the Old Sarcos’ board of directors and was a member of the Old Sarcos’ board of directors atthe time of the Series C Financing. Mr. Young was appointed to the Old Sarcos’ board of directors on behalf of DIG InvestmentsXVIII AB.

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(4)Brian D. Finn, an investor in Rotor-Sarcos, LLC together with the other Specified Sarcos Equity Holders, joined the Old Sarcos’board of directors after the Series C Financing and resigned from the Old Sarcos’ board of directors in January 2021. Mr. Finnserves on our board of directors.

(5)Iain Cooper was a member of the Old Sarcos’ board of directors at the time of the Series C Financing and was an employee ofSchlumberger Technology Corporation.

Compensation Arrangements

We are party to offer letters, restricted stock unit award agreements and stock option agreements with our executive officers that,among other things, provide for certain change of control benefits. We have also granted stock options to our executive officers andPeter Klein and Dennis Weibling, each a member of our board of directors. For additional information, please see “ExecutiveCompensation.”

Employment Arrangements with Immediate Family Members of Our Executive Officers and Directors

Julie Wolff, spouse of Benjamin Wolff, our Executive Chairman, has served as our’s and Old Sarcos’ Chief Legal Officer sinceSeptember 2016 and was a member of Old Sarcos’ board of directors since September 2016 until the Business Combination. As ourChief Legal Officer, Ms. Wolff is responsible for legal and regulatory matters. During the years ended December 31, 2020 andDecember 31, 2021, Ms. Wolff received total compensation, including base salary, bonus and other compensation, of $197,231.05 and$342,820 respectively.

Investors’ Rights Agreement

Old Sarcos was party to an Amended and Restated Investors’ Rights Agreement, dated January 31, 2020, pursuant to which, amongother things, certain holders of OldSarcos’ capital stock were entitled to certain rights with respect to the registration of their shares.These holders included all of the holders of preferred stock of Old Sarcos, including Mare’s Leg Capital, LLC, which is 100% ownedby Benjamin Wolff, our Executive Chairman and former Chief Executive Officer and Julie Wolff, our Chief Legal Officer and spouseof Benjamin Wolff, Dennis Weibling, a member of our board of directors, DIG Investments XVIII AB, Rotor-Sarcos, LLC, CaterpillarVenture Capital Inc., GE Ventures LLC and Schlumberger Technology Corporation. The Amended and Restated Investors’ RightsAgreement was terminated in connection with the Business Combination.

Voting Agreement

Old Sarcos was party to an Amended and Restated Voting Agreement, dated January 31, 2020, pursuant to which, among other things,certain holders of Old Sarcos’ capital stock were entitled to certain rights with respect to election of the members of the Old Sarcos’board of directors (prior to the consummation of the Business Combination). These holders included all of the holders of preferredstock of Old Sarcos, including Mare’s Leg Capital, LLC, which is 100% owned by Benjamin Wolff, our Executive Chairman andformer Chief Executive Officer and Julie Wolff, our Chief Legal Officer and spouse of Benjamin Wolff, Dennis Weibling, a member ofour board of directors, DIG Investments XVIII AB, Rotor-Sarcos, LLC, Caterpillar Venture Capital Inc., GE Ventures LLC andSchlumberger Technology Corporation. Per the terms of the Amended and Restated Voting Agreement, Rotor-Sarcos, LLC, DIGInvestments XVIII AB, Schlumberger Technology Corporation and JVSV, LLC (which is affiliated with Dennis Weibling) were eachentitled to designate one director to the Old Sarcos’ board of directors. The Amended and Restated Voting Agreement was terminatedin connection with the Business Combination.

Right of First Refusal and Co-Sale Agreement

Old Sarcos was a party to an Amended and Restated Right of First Refusal and Co-Sale Agreement, as amended January 31, 2020,pursuant to which certain holders of preferred stock had right of first refusal and co-sale in respect of certain sales of securities by OldSarcos’ common stockholders. These holders included all of the holders of preferred stock of Old Sarcos, including Mare’s Leg Capital,LLC, which is 100% owned by Benjamin Wolff, our Executive Chairman and former Chief Executive Officer and Julie Wolff, ourChief Legal Officer and spouse of Benjamin Wolff, Dennis Weibling, a member of our board of directors, DIG Investments XVIII AB,Rotor-Sarcos, LLC, Caterpillar Venture Capital Inc., GE Ventures LLC and Schlumberger Technology Corporation. The Amended andRestated Right of First Refusal and Co-Sale Agreement was terminated in connection with the Business Combination.

Rotor-Sarcos, LLC Agreements

In connection with the Series C Financing, Old Sarcos and Rotor-Sarcos, LLC, the investment vehicle in which the Specified SarcosEquity Holders hold their shares of preferred stock in Old Sarcos, entered into (i): a letter agreement, dated January 31, 2020, pursuantto which Rotor-Sarcos, LLC is entitled to certain information and observer rights (the “Side Letter”); (ii)

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warrants to purchase common shares of Old Sarcos’ Class A Common Stock, dated January 31, 2020 (the “Old Sarcos Warrants”,which have subsequently been distributed to certain Specified Sarcos Equity Holders by Rotor-Sarcos, LLC); and (iii) a consultingagreement, dated January 31, 2020, pursuant to which Rotor-Sarcos, LLC provides consulting services to Old Sarcos (the “ConsultingAgreement”). Each of the Side Letter and the Consulting Agreement was terminated in connection with the Business Combination.Rotor-Sarcos, LLC transferred all of its rights under the Old Sarcos Warrants to its members.

Prior to the signing of the Merger Agreement, the holders of the Old Sarcos Warrants provided notice to Old Sarcos that they would netexercise the Old Sarcos Warrants in connection with the closing of the Business Combination, effective immediately prior to the closingof the Business Combination.

PIPE Financing

In connection with the Business Combination, Rotor entered into Subscription Agreements with the PIPE Investors to consummate thePIPE Financing, pursuant to which the PIPE Investors agreed to subscribe for and purchase, and Rotor agreed to issue and sell to thePIPE Investors, an aggregate of 22,000,000 shares of Common Stock at a price of $10.00 per share. Mare’s Leg Capital entered into aSubscription Agreement for 50,000 shares of Common Stock at a total purchase price of $500,000. Schlumberger TechnologyCorporation has entered into a Subscription Agreement for 100,000 shares of Common Stock at a total purchase price of $1,000,000.Affiliates of DIG Investments XVIII AB entered into a Subscription Agreement for 1,500,000 shares of Common Stock at a totalpurchase price of 15,000,000. Brian D. Finn and John D. Howard, members of Rotor-Sarcos, LLC, entered into SubscriptionAgreements (directly or indirectly) for an aggregate of 230,000 shares of Common Stock, for an aggregate purchase price of$2,300,000.

Group Delphi Services Agreement

Old Sarcos was and, following the consummation of the Business Combination the Surviving Company is party to a ServicesAgreement with Group Delphi, dated December 18, 2019, pursuant to which Group Delphi provided certain products and services,including building a booth for Sarcos’ use in trade shows. During the fiscal year ended December 31, 2020, Old Sarcos paid GroupDelphi $168,654.60 for such services. $1,062.75 in fees have been paid by Old Sarcos to Group Delphi thus far in 2021. ByrneSanford, the brother-in-law of Benjamin Wolff, worked for Group Delphi as an Account Executive. Group Delphi is not providing anyongoing services to Sarcos, and Sarcos does not currently expect to request additional services pursuant to the Services Agreement.

Sparks Marketing Group Services Agreement

Following the acquisition of Group Delphi’s trade group and events division by Sparks Marketing Group Corp. (“Sparks Group”), OldSarcos entered into a Master Services Agreement with Sparks Group, dated May 16, 2021, pursuant to which Sparks Group willprovide certain goods and services, including buildout, branding, operations and maintenance of the Sarcos product roadshow. Sarcosexpects to pay Sparks Group approximately $890,000 during fiscal years 2021 and 2022 for such services. Byrne Sanford, thebrother-in-law of Benjamin Wolff, works for Sparks Group as Vice President Strategic Accounts.

Indemnification Agreements

Old Sarcos was, and following the consummation of the Business Combination the Surviving Company is currently party toindemnification agreements with Old Sarcos’ directors and executive officers. We have entered into separate indemnificationagreements with its directors and executive officers, in addition to the indemnification provided for in the Charter and Bylaws. Formore information, please see “Management—Limitation of Liability and Indemnification of Officers and Directors.” We believe thatthese Charter and Bylaw provisions and indemnification agreements are necessary to attract and retain qualified persons as directorsand officers. The limitation of liability and indemnification provisions in the Charter and the Bylaws may discourage stockholders frombringing a lawsuit against directors for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigationagainst directors and officers, even though an action, if successful, might benefit us and our stockholders. A stockholder’s investmentmay decline in value to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to theseindemnification provisions.

Policies and Procedures for Related Person Transactions

We have adopted a formal, written policy regarding related person transactions, which became effective upon the completion of theBusiness Combination. This written policy regarding related person transactions provides that a related person transaction is atransaction, arrangement or relationship or any series of similar transactions, arrangements or relationships, in which we are aparticipant and in which a related person has, had or will have a direct or indirect material interest and in which the aggregate amountinvolved exceeds $120,000. Our policy also provides that a related person means any of our executive

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officers and directors (including director nominees), in each case at any time since the beginning of our last fiscal year, or holders ofmore than 5% of any class of our voting securities and any member of the immediate family of, or person sharing the household with,any of the foregoing persons. Our audit committee has the primary responsibility for reviewing and approving or disapproving relatedperson transactions. In addition to the policy, our audit committee charter provides that our audit committee shall review and approve ordisapprove any related person transactions.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Fees Paid to the Independent Registered Public Accounting Firm

The following table presents fees for professional audit services and other services rendered to us by Ernst & Young LLP (“EY”) forthe years ended December 31, 2021 and 2020.

(in thousands) 2021 2020Audit Fees(1) $ 1,675 $ 705Audit-Related Fees(2) — —Tax Fees(3) — —Total Fees $ 1,675 $ 705

(1)Audit Fees. Consist of fees for professional services rendered in connection with the audit of our consolidated financial statements,review of our quarterly consolidated financial statements and consultations and services in connection with statutory and regulatoryfilings or engagements for those fiscal years. This category also includes $0.8 million of fees during 2021 for services incurred inconnection with the Business Combination. The 2020 fees include audit fees for the 2019 audit opinion in connection with ourregistration statements.

(2)Audit-Related Fees. There were no fees billed by EY for professional services rendered for audit-related services for the yearsended December 31, 2021 and 2020.

(3)Tax Fees. There were no fees billed by EY for professional services rendered for tax services for the years ended December 31,2021 and 2020.

Auditor Independence

In 2021, there were no other professional services provided by EY, other than those listed above, that would have required our auditcommittee to consider their compatibility with maintaining the independence of EY.

Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered PublicAccounting Firm

Effective upon the consummation of the Business Combination, our audit committee has established a policy governing our use of theservices of our independent registered public accounting firm. Under this policy, our audit committee is required to pre-approve allaudits and audit fees, and pre-approve (or, where permitted under the rules and regulations of the SEC, subsequently approve) allnon-audit and tax services to be performed by our independent registered public accounting firm. Since the adoption of this policy, allservices provided by EY for our fiscal year ended December 31, 2021 were pre-approved by our audit committee.

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PART IV

Item 15. Exhibits, Financial Statement Schedules.

a)(1) Financial Statements

See Index to consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K, which is incorporated herein byreference.

(2) Financial Statement Schedule

All financial statement schedules have been omitted because they are either not applicable or the required information is shown in theconsolidated financial statements or notes thereto.

(3) Financial Statement Schedule

See the Exhibit Index which precedes the signature page of this Annual Report on Form 10-K, which is incorporated by herein byreference.

b)ExhibitsSee Item 15(a)(3) above.

c)Financial Statement SchedulesSee Item 15(a)(2) above.

ExhibitNumber Description2.1� Agreement and Plan of Merger, dated as of April 5, 2021, by and among the Company, Rotor Merger Sub Corp. and

Old Sarcos (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on April 6,2021).

2.2 Amendment No. 1 to Merger Agreement, dated as of August 28, 2021, by and among the Company, Rotor Merger SubCorp. and Old Sarcos (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC onAugust 30, 2021).

3.1 Second Amended and Restated Certificate of Incorporation of Sarcos Technology and Robotics Corporation(incorporated by reference to the Company’s Current Report on Form 8-K filed on September 30, 2021).

3.2 Amended and Restated Bylaws of Sarcos Technology and Robotics Corporation (incorporated by reference to theCompany’s Current Report on Form 8-K filed on September 30, 2021).

4.1 Specimen Stock Certificate (incorporated by reference to the Company’s Current Report on Form 8-K filed onSeptember 30, 2021).

4.2 Specimen Warrant Certificate (incorporated by reference to the Company’s Form S-1/A filed with the SEC onDecember 30, 2020).

4.3 Warrant Agreement between Continental Transfer & Trust Company and the Registrant (incorporated by reference tothe Company’s Form S-1/A filed with the SEC on December 30, 2020).

4.4* Description of Company’s Securities.10.1 Letter Agreement between Rotor, Rotor Sponsor LLC, and Riverview LLC (incorporated by reference to the

Company’s Form 8-K filed with the SEC on January 20, 2021).10.2 Form of Letter Agreement between the Company, Rotor Sponsor LLC and Black Rock Funds (incorporated by

reference to the Company’s Form 8-K filed with the SEC on January 20, 2021).10.3 Form of Subscription Agreement (incorporated by reference to the Company’s Current Report on Form 8-K filed with

the SEC on April 6, 2021).10.4 Form of Lock-up Agreement, by and among the Company, Sarcos, and Sarcos Holders (incorporated by reference to

the Company’s Current Report on Form 8-K filed with the SEC on April 6, 2021).10.5 Form of Lock-up Agreement, by and among the Company, Sarcos, and certain stockholders of Sarcos (incorporated by

reference to the Company’s Current Report on Form 8-K filed with the SEC on April 6, 2021).10.6 Form of Waiver Agreement (incorporated by reference to the Company’s Current Report on Form 8-K filed with the

SEC on April 6, 2021).

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10.7 Form of Registration Rights Agreement, by and among the Company, Rotor Sponsor LLC, and certain stockholders ofSarcos (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on April 6, 2021).

10.8+ Sarcos Technology and Robotics Corporation 2021 Equity Incentive Plan, forms of agreement (incorporated byreference to the Company’s Current Report on Form 8-K filed on September 30, 2021).

10.9+ Sarcos Technology and Robotics Corporation 2021 Employee Stock Purchase Plan (incorporated by reference to theCompany’s Current Report on Form 8-K filed on September 30, 2021).

10.10+ Sarcos Technology and Robotics Corporation Outside Director Compensation Policy (incorporated by reference to theCompany’s registration statement on Form S-1 filed with the SEC on October 15, 2021).

10.11+ Amended and Restated Employment Agreement by and between the Company and Benjamin G. Wolff, effective as ofDecember 31, 2021 (incorporated by reference to the Company’s Current Report on Form 8-K filed on December 9,2021).

10.12+ Employment Agreement by and between the Company and Steven Hansen, effective as of September 24, 2021(incorporated by reference to the Company’s Current Report on Form 8-K filed on September 30, 2021).

10.13+ Employment Agreement by and between the Company and Marian Joh, effective as of September 24, 2021(incorporated by reference to the Company’s Current Report on Form 8-K filed on September 30, 2021).

10.14+ Employment Agreement by and between the Company and Kristi Martindale, effective as of September 24, 2021(incorporated by reference to the Company’s Current Report on Form 8-K filed on September 30, 2021).

10.15+ Employment Agreement by and between the Company and Dr. Fraser Smith, effective as of September 24, 2021(incorporated by reference to the Company’s Current Report on Form 8-K filed on September 30, 2021).

10.16+ Employment Agreement by and between the Company and Kiva Allgood, effective as of December 13, 2021(incorporated by reference to the Company’s Current Report on Form 8-K filed on December 9, 2021).

10.17+ Form of Indemnification Agreement (incorporated by reference to the Company’s Current Report on Form 8-K filed onSeptember 30, 2021).

10.18+ Sarcos 2015 Equity Incentive Plan (incorporated by reference to the Company’s Current Report on Form 8-K filed onSeptember 30, 2021).

16.1 Letter Regarding Change in Certifying Accountant (incorporated by reference to the Company’s Current Report onForm 8-K filed on August 12, 2021)

21.1 List of Subsidiaries (incorporated by reference to the Company’s Registration Statement on Form S-1 filed with theSEC on October 15, 2021).

23.1* Consent of Independent Registered Public Accounting Firm31.1* Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange

Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2* Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange

Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1** Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of

the Sarbanes-Oxley Act of 2002.32.2** Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of

the Sarbanes-Oxley Act of 2002.101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL

tags are embedded within the Inline XBRL document.101.SCH Inline XBRL Taxonomy Extension Schema Document101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith.

** Furnished herewith

+ Indicates management contract or compensatory plan.

� Schedules and exhibits to this Exhibit omitted pursuant to Regulation S-K Item 601(b)(2). The Registrant agrees to furnishsupplementally a copy of any omitted schedule or exhibit to the SEC upon request.

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Item 16. Form 10-K Summary

None.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report tobe signed on its behalf by the undersigned, thereunto duly authorized.

SARCOS TECHNOLOGY AND ROBOTICS CORPORATION

Date: March 29, 2022 By: /s/ Kiva A. AllgoodKiva A. AllgoodPresident and Chief Executive Officer (Principal Executive Officer)

Date: March 29, 2022 By: /s/ Steven HansenSteven HansenChief Financial Officer (Principal Financial and Accounting Officer)

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POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kiva A. Allgood andSteven Hansen, and each one of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, forhim or her and in their name, place and stead, in any and all capacities, to sign any amendments to this Annual Report on Form 10-K and to file thesame, with Exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, hereby ratifying andconfirming all that each of said attorneys-in-fact, or substitute or substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed below by thefollowing persons on behalf of the Registrant in the capacities and on the dates indicated.

Signature Title Date

/s/ Kiva A. Allgood President, Chief Executive Officer and Director March 29, 2022Kiva A. Allgood (Principal Executive Officer)

/s/ Steven Hansen Chief Financial Officer March 29, 2022Steven Hansen (Principal Financial and Accounting Officer)

/s/ Benjamin G. Wolff Executive Chairman, Director March 29, 2022Benjamin G. Wolff

/s/ Priya Balasubramaniam Director March 29, 2022Priya Balasubramaniam

/s/ Brian D. Finn Director March 29, 2022Brian D. Finn

/s/ Peter Klein Director March 29, 2022Peter Klein

/s/ Matthew Shigenobu Muta Director March 29, 2022Matthew Shigenobu Muta

/s/ Eric T. Olson Director March 29, 2022Eric T. Olson

/s/ Laura J. Peterson Director March 29, 2022Laura J. Peterson

/s/ Dennis Weibling Director March 29, 2022Dennis Weibling

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Exhibit 4.4

DESCRIPTION OF SARCOS TECHNOLOGY & ROBOTICS CORP.’ SECURITIES

As of February 15, 2021, Sarcos Technology & Robotics Corp. (“we,” “our,” “us” or the “Company”) had the following two classes ofsecurities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) Common Stock,par value $0.0001 per share, and (ii) redeemable warrants, each warrant exercisable for one Common Stock share at an exercise price of$11.50.

The following sets forth a summary of the material terms of our securities, including certain provisions of Delaware law and thematerial provisions of the Second Amended and Restated Certificate of Incorporation (the “Charter) and the Amended and RestatedBylaws (the “Bylaws”). This summary is not intended to be a complete summary of the rights and preferences of such securities. Thefull texts of the Charter and Bylaws are attached as exhibits to our Annual Report on Form 10-K. We urge you to read our Charter andBylaws in their entirety, as well as the applicable provisions of Delaware law, for a complete description of the rights and preferencesof the Company’s securities.

Authorized Capitalization

The Charter authorizes the issuance of 1,000,000,000 shares of capital stock, of which

� 990,000,000 shares are designated as Common Stock, par value $0.0001 per share, and

� 10,000,000 shares are designated as preferred stock, par value $0.0001 per share.

As of February 15, 2022, there were approximately 142,901,760 shares of Common Stock outstanding, held of record by approximately117 holders of Common Stock, no shares of preferred stock outstanding and approximately 20,549,468 Warrants outstanding held ofrecord by approximately 13 holders of Warrants. Such numbers do not include DTC participants or beneficial owners holding sharesthrough nominee names.

Common Stock

Dividend rights

Subject to preferences that may be applicable to then-outstanding preferred stock, holders of Common Stock are entitled to receivedividends, if any, as may be declared from time to time by our board out of legally available funds. See “Item 5. Market for Registrant’sCommon Equity, Related Stockholder Matters and Issuer Purchasers of Equity Securities” of our Annual Report on Form 10-K formore information.

We have never declared or paid any cash dividends on our capital stock, and we do not currently intend to pay any cash dividends onour capital stock in the foreseeable future. We currently intend to retain all available funds and any future earnings to supportoperations and to finance the growth and development of our business. On January 14, 2021, Rotor effected a stock dividend of 0.2shares for each outstanding share of Class B common stock (the “Founder Shares”, which, for the avoidance of doubt, were convertedinto Common Stock of the Company at Closing), resulting in an aggregate of 6,900,000 Founder Shares outstanding, in order tomaintain the number of Founder Shares at 20% of the issued and outstanding shares of our Common Stock upon the consummation ofRotor’s initial public offering (the “Rotor IPO”).

No Preemptive or Other Rights

Holders of Common Stock are not entitled to preemptive rights and are not subject to redemption or sinking fund provisions.

Voting Rights

Except as otherwise required by law or as otherwise provided in any certificate of designation for any series of preferred stock, theholders of Common Stock possess or will possess, as applicable, all voting power for the election of our directors and all other mattersrequiring stockholder action and are entitled or will be entitled, as applicable, to

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one vote per share on matters to be voted on by stockholders. Subject to certain limited exceptions, the holders of Common Stock shallat all times vote together as one class on all matters submitted to a vote of the holders of Common Stock.

Our stockholders do not have the ability to cumulate votes for the election of directors. As a result, the holders of a plurality of thevoting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors canelect all of the directors standing for election, if they should so choose. With respect to matters other than the election of directors, atany meeting of the stockholders at which a quorum is present or represented, the affirmative vote of a majority of the voting power ofthe shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of thestockholders, except as otherwise required by law, the Charter, the Bylaws, or the rules of the stock exchange on which the Company’ssecurities are listed. The holders of a majority of the voting power of the capital stock of the Company issued and outstanding andentitled to vote, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings ofthe stockholders

Liquidation Rights

If we become subject to a liquidation, dissolution or winding-up, the assets legally available for distribution to our stockholders wouldbe distributable ratably among the holders of our common stock and any participating preferred stock outstanding at that time, subjectto prior satisfaction of all outstanding debt and liabilities and the preferential rights of and the payment of liquidation preferences, ifany, on any outstanding shares of preferred stock.

Preferred Stock

Our Board has the authority, without further action by the stockholders, to issue shares of preferred stock in one or more series and tofix the designations, powers, preferences and rights, and the qualifications, limitations or restrictions thereof. These designations,powers, preferences and rights could include dividend rights, dividend rate, conversion rights, voting rights, rights and terms ofredemption (including sinking fund provisions), redemption price or prices, and liquidation preferences of any such series, and thenumber of shares constituting any such series and the designation thereof, any or all of which may be greater than the rights of ourCommon Stock. The issuance of preferred stock could adversely affect the voting power of holders of our Common Stock and thelikelihood that such holders will receive dividend payments and payments upon liquidation. In addition, the issuance of preferred stockcould have the effect of delaying, deferring or preventing a change in control of the Company or other corporate action. As of February15, 2022, there are no shares of preferred stock outstanding, and we have no present plan to issue any shares of preferred stock.

Warrants

Public Stockholders’ Warrants

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

We will not be obligated to deliver any Common Stock pursuant to the exercise of a Warrant and will have no obligation to settle suchWarrant exercise unless a registration statement under the Securities Act with respect to the shares of our Common Stock underlyingthe Warrants is then effective and a prospectus relating thereto is current, subject to our satisfying our obligations described below withrespect to registration, or a valid exemption from registration is available. No Warrant will be exercisable and we will not be obligatedto issue a share of our Common

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Stock upon exercise of a Warrant unless the share of our Common Stock issuable upon such Warrant exercise has been registered,qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Warrants. In the eventthat the conditions in the two immediately preceding sentences are not satisfied with respect to a Warrant, the holder of such Warrantwill not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless. In no event will we be requiredto net cash settle any Warrant. In the event that a registration statement is not effective for the exercised Warrants, the purchaser in theRotor IPO of a unit containing such Warrant will have paid the full purchase price for the unit solely for the share of our CommonStock underlying such unit.

We have agreed that as soon as practicable, but in no event later than twenty business days after the Closing, we will use ourcommercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the sharesof our Common Stock issuable upon exercise of the Warrants. We will use our commercially reasonable efforts to cause the same tobecome effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until theexpiration or redemption of the Warrants in accordance with the provisions of the Warrant Agreement. If a registration statementcovering the issuance of the shares of our Common Stock issuable upon exercise of the Warrants is not effective by the 60th businessday after the Closing, Warrant holders may, until such time as there is an effective registration statement and during any period whenwe will have failed to maintain an effective registration statement, exercise Warrants on a “cashless basis” in accordance with Section3(a)(9) of the Securities Act or another exemption. In addition, if our Common Stock is at the time of any exercise of a Warrant notlisted on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of theSecurities Act, we may, at our option, require holders of our Public Warrants who exercise their Warrants to do so on a “cashless basis”in accordance with Section 3(a)(9) of the Securities Act and, in the event we elect to do so, we will not be required to file or maintain ineffect a registration statement, but we will use our commercially reasonable efforts to register or qualify the shares under applicableblue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering eachsuch Warrant for that number of shares of our Common Stock equal to the lesser of (A) the quotient obtained by dividing (x) theproduct of the number of shares of our Common Stock underlying the Warrants, multiplied the excess of the “fair market value” lessthe exercise price of the Warrants by (y) the fair market value and (B) 0.361. The “fair market value” shall mean the volume weightedaverage price of the shares of our Common Stock for the 10 trading days ending on the trading day prior to the date on which the noticeof exercise is received by the Warrant Agent.

Redemption of Warrants When the Price per Share of Our Common Stock Equals or Exceeds $18.00

Once the Warrants become exercisable, we may call the Warrants for redemption:

� in whole and not in part;

� at a price of $0.01 per Warrant;

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

� if, and only if, the last reported sale price of the shares of our Common Stock for any 20 trading days within a30-trading day period commencing after the Warrants become exercisable and ending three business days before wesend the notice of redemption to the Warrant holders (which we refer to as the “Reference Value”) equals or exceeds$18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like).

If and when the Warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualifythe underlying securities for sale under all applicable state securities laws. However, we will not redeem the Warrants unless aneffective registration statement under the Securities Act covering the shares of our Common Stock issuable upon exercise of theWarrants is effective and a current prospectus relating to those shares of our Common Stock is available throughout the 30-dayredemption period.

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We have established the last redemption criterion discussed above to prevent a redemption call unless there is at the time of the call asignificant premium to the Warrant exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption of theWarrants, each Warrant holder will be entitled to exercise his, her or its Warrant prior to the scheduled redemption date. Any suchexercise would not be done on a “cashless” basis and would require the exercising Warrant holder to pay the exercise price for eachWarrant being exercised. However, the price of the shares of our Common Stock may fall below the $18.00 redemption trigger price (asadjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) as well as the $11.50 (for whole shares)Warrant exercise price after the redemption notice is issued.

Redemption of Warrants When the Price per Share of Our Common Stock Equals or Exceeds $10.00

Once the Warrants become exercisable, we may redeem the outstanding Warrants (except as described herein with respect to the PrivatePlacement Warrants if we do not utilize this redemption provision):

� in whole and not in part;

� at $0.10 per Warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will beable to exercise their Warrants on a cashless basis prior to redemption and receive that number of shares determined byreference to the table below, based on the redemption date and the “fair market value” of our Common Stock (asdefined below);

� 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 thesame terms (except as described above with respect to a holder’s ability to cashless exercise its Warrants) as theoutstanding Public Warrants, as described above.

The numbers in the table below represent the number of shares of our Common Stock that a Warrant holder will receive upon exercisein connection with a redemption by us pursuant to this redemption feature, based on the “fair market value” of our Common Stock onthe corresponding redemption date (assuming holders elect to exercise their Warrants and such Warrants are not redeemed for $0.10 perWarrant), determined based on the volume-weighted average price of our Common Stock as reported during the 10 trading daysimmediately following the date on which the notice of redemption is sent to the holders of Warrants, and the number of months that thecorresponding redemption date precedes the expiration date of the Warrants, each as set forth in the table below. We will provide ourWarrant holders with the final fair market value no later than one business day after the 10-trading day period described above ends.

The stock prices set forth in the column headings of the table below will be adjusted as of any date on which the number of sharesissuable upon exercise of a Warrant or the exercise price of the Warrant is adjusted as set forth under the heading “-Anti-dilutionAdjustments” below. If the number of shares issuable upon exercise of a Warrant is adjusted, the adjusted stock prices in the columnheadings will equal the stock prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is theexercise price of the Warrant after such adjustment and the denominator of which is the exercise price of the Warrant immediately afterto such adjustment. In such an event, the number of shares in the table below shall be adjusted by multiplying such share amounts by afraction, the numerator of which is the number of shares deliverable upon exercise of a Warrant immediately prior to such adjustmentand the denominator of which is the number of shares deliverable upon exercise of a Warrant as so adjusted.

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Fair Market Value of Our Common stockRedemption Date (period toexpiration of Warrants) ≤$10.00 $ 11.00 $ 12.00 $ 13.00 $ 14.00 $ 15.00 $ 16.00 $ 17.00 ≥$18.0060 months 0.261 0.281 0.297 0.311 0.324 0.337 0.348 0.358 0.36157 months 0.257 0.277 0.294 0.310 0.324 0.337 0.348 0.358 0.36154 months 0.252 0.272 0.291 0.307 0.322 0.335 0.347 0.357 0.36151 months 0.246 0.268 0.287 0.304 0.320 0.333 0.346 0.357 0.36148 months 0.241 0.263 0.283 0.301 0.317 0.332 0.344 0.356 0.36145 months 0.235 0.258 0.279 0.298 0.315 0.330 0.343 0.356 0.36142 months 0.228 0.252 0.274 0.294 0.312 0.328 0.342 0.355 0.36139 months 0.221 0.246 0.269 0.290 0.309 0.325 0.340 0.354 0.36136 months 0.213 0.239 0.263 0.285 0.305 0.323 0.339 0.353 0.36133 months 0.205 0.232 0.257 0.280 0.301 0.320 0.337 0.352 0.36130 months 0.196 0.224 0.250 0.274 0.297 0.316 0.335 0.351 0.36127 months 0.185 0.214 0.242 0.268 0.291 0.313 0.332 0.350 0.36124 months 0.173 0.204 0.233 0.260 0.285 0.308 0.329 0.348 0.36121 months 0.161 0.193 0.223 0.252 0.279 0.304 0.326 0.347 0.36118 months 0.146 0.179 0.211 0.242 0.271 0.298 0.322 0.345 0.36115 months 0.130 0.164 0.197 0.230 0.262 0.291 0.317 0.342 0.36112 months 0.111 0.146 0.181 0.216 0.250 0.282 0.312 0.339 0.3619 months 0.090 0.125 0.162 0.199 0.237 0.272 0.305 0.336 0.3616 months 0.065 0.099 0.137 0.178 0.219 0.259 0.296 0.331 0.3613 months 0.034 0.065 0.104 0.150 0.197 0.243 0.286 0.326 0.3610 months - - 0.042 0.115 0.179 0.233 0.281 0.323 0.361

The exact fair market value and redemption date may not be set forth in the table above, in which case, if the fair market value isbetween two values in the table or the redemption date is between two redemption dates in the table, the number of shares of ourCommon Stock to be issued for each Warrant exercised will be determined by a straight-line interpolation between the number ofshares set forth for the higher and lower fair market values and the earlier and later redemption dates, as applicable, based on a 365 or366-day year, as applicable. For example, if the volume-weighted average price of our Common Stock as reported during the 10trading days immediately following the date on which the notice of redemption is sent to the holders of the Warrants is $11.00 pershare, and at such time there are 57 months until the expiration of the Warrants, holders may choose to, in connection with thisredemption feature, exercise their Warrants for 0.277 Common Stock for each whole Warrant. For an example where the exact fairmarket value and redemption date are not as set forth in the table above, if the volume-weighted average price of our Common Stock asreported during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of theWarrants is $13.50 per share, and at such time there are 38 months until the expiration of the Warrants, holders may choose to, inconnection with this redemption feature, exercise their Warrants for 0.298 Common Stock for each whole Warrant. In no event will theWarrants be exercisable in connection with this redemption feature for more than 0.361 Common Stock per Warrant (subject toadjustment).

This redemption feature differs from the typical warrant redemption features used in many other blank check offerings, which typicallyonly provide for a redemption of warrants (other than the Private Placement Warrants) when the trading price for the shares of CommonStock exceeds $18.00 per share for a specified period of time. This redemption feature is structured to allow for all of the outstandingWarrants to be redeemed when the shares of our Common Stock are trading at or above $10.00 per share, which may be at a time whenthe trading price of our shares of Common Stock is below the exercise price of the Warrants. We have established this redemptionfeature to provide us with the flexibility to redeem the Warrants without the Warrants having to reach the $18.00 per share threshold setforth above under “-Redemption of Warrants When the Price per Share of Our Common Stock Equals or Exceeds $18.00.” Holderschoosing to exercise their Warrants in connection with a redemption pursuant to this feature will, in effect, receive a number of sharesfor their Warrants based on an option pricing model with a fixed volatility input as of January 14, 2021. This redemption right providesus with an additional mechanism by which to redeem all of the outstanding Warrants, and therefore have certainty as to our capitalstructure.

As stated above, we can redeem the Warrants when the shares of our Common Stock are trading at a price starting at $10.00, which isbelow the exercise price of $11.50, because it will provide certainty with respect to our capital structure and cash position whileproviding Warrant holders with the opportunity to exercise their Warrants on a cashless basis for the applicable number of shares. If wechoose to redeem the Warrants when the shares of our Common Stock are trading at a price below the exercise price of the Warrants,this could result in the Warrant holders receiving fewer shares of Common Stock than they would have received if they had chosen towait to exercise their

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Warrants for Common Stock if and when such shares of Common Stock were trading at a price higher than the exercise price of $11.50.

No fractional shares of our Common Stock will be issued upon exercise. If, upon exercise, a holder would be entitled to receive afractional interest in a share, we will round down to the nearest whole number of the number of shares of our Common Stock to beissued to the holder. If, at the time of redemption, the Warrants are exercisable for a security other than the shares of our CommonStock pursuant to the Warrant Agreement, the Warrants may be exercised for such security. At such time as the Warrants becomeexercisable for a security other than the shares of our Common Stock, the Company will use its commercially reasonable efforts toregister under the Securities Act the security issuable upon the exercise of the Warrants.

Maximum Percentage. A holder of a Warrant may notify us in writing in the event it elects to be subject to a requirement that suchholder will not have the right to exercise such Warrant, to the extent that after giving effect to such exercise, such person (together withsuch person’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially own in excess of 4.9% or 9.8% (as specified bythe holder) of the shares of our Common Stock issued and outstanding immediately after giving effect to such exercise.

Anti-dilution Adjustments. If the number of outstanding shares of our Common Stock is increased by a stock capitalization or stockdividend payable in shares of our Common Stock, or by a split-up of common stock or other similar event, then, on the effective date ofsuch stock capitalization or stock dividend, split-up or similar event, the number of shares of our Common Stock issuable on exerciseof each Warrant will be increased in proportion to such increase in the outstanding shares of common stock. A rights offering to holdersof common stock entitling holders to purchase Common Stock at a price less than the “historical fair market value” (as defined below)will be deemed a stock dividend of a number of shares of our Common Stock equal to the product of (i) the number of shares of ourCommon Stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that areconvertible into or exercisable for Common Stock) and (ii) one minus the quotient of (x) the price per share of our Common Stock paidin such rights offering and (y) the historical fair market value. For these purposes, (i) if the rights offering is for securities convertibleinto or exercisable for shares of our Common Stock, in determining the price payable for Common Stock, there will be taken intoaccount any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii)“historical fair market value” means the volume-weighted average price of shares of our Common Stock as reported during the 10trading day period ending on the trading day prior to the first date on which the shares of our Common Stock trade on the applicableexchange or in the applicable market, regular way, without the right to receive such rights.

In addition, if we, at any time while the Warrants are outstanding and unexpired, pay a dividend or make a distribution in cash,securities or other assets to the holders of shares of our Common Stock on account of such Common Stock (or other securities intowhich the Warrants are convertible), other than (a) as described above and (b) any cash dividends or cash distributions which, whencombined on a per share basis with all other cash dividends and cash distributions paid on the shares of our Common Stock during the365-day period ending on the date of declaration of such dividend or distribution does not exceed $0.50 (as adjusted to appropriatelyreflect any other adjustments and excluding cash dividends or cash distributions that resulted in an adjustment to the exercise price or tothe number of shares of our Common Stock issuable on exercise of each Warrant) but only with respect to the amount of the aggregatecash dividends or cash distributions equal to or less than $0.50 per share, , then the Warrant exercise price will be decreased, effectiveimmediately after the effective date of such event, by the amount of cash and/or the fair market value of any securities or other assetspaid on each share of our Common Stock in respect of such event.

If the number of outstanding shares of our Common Stock is decreased by a consolidation, combination, reverse share split orreclassification of our Common Stock or other similar event, then, on the effective date of such consolidation, combination, reverseshare split, reclassification or similar event, the number of shares of our Common Stock issuable on exercise of each Warrant will bedecreased in proportion to such decrease in outstanding shares of our Common Stock.

Whenever the number of shares of our Common Stock purchasable upon the exercise of the Warrants is adjusted, as described above,the Warrant exercise price will be adjusted by multiplying the Warrant exercise price immediately prior to such adjustment by a fraction(x) the numerator of which will be the number of shares of our Common Stock purchasable upon the exercise of the Warrantsimmediately prior to such adjustment and (y) the denominator of which will be the number of shares of our Common Stock sopurchasable immediately thereafter.

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In case of any reclassification or reorganization of the outstanding Common Stock (other than those described above or that solelyaffects the par value of such Common Stock), or in the case of any merger or consolidation of us with or into another corporation (otherthan a consolidation or merger in which we are the continuing corporation and that does not result in any reclassification orreorganization of our outstanding Common Stock), or in the case of any sale or conveyance to another corporation or entity of theassets or other property of us as an entirety or substantially as an entirety in connection with which we are dissolved, the holders of theWarrants will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in theWarrants and in lieu of the shares of our Common Stock immediately theretofore purchasable and receivable upon the exercise of therights represented thereby, the kind and amount of our Common Stock or other securities or property (including cash) receivable uponsuch reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holderof the Warrants would have received if such holder had exercised their Warrants immediately prior to such event. If less than 70% ofthe consideration receivable by the holders of our Common Stock in such a transaction is payable in the form of our Common Stock inthe successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, oris to be so listed for trading or quoted immediately following such event, and if the registered holder of the Warrant properly exercisesthe Warrant within thirty days following public disclosure of such transaction, the Warrant exercise price will be reduced as specified inthe Warrant Agreement based on the Black-Scholes value (as defined in the Warrant Agreement) of the Warrant. The purpose of suchexercise price reduction is to provide additional value to holders of the Warrants when an extraordinary transaction occurs during theexercise period of the Warrants pursuant to which the holders of the Warrants otherwise do not receive the full potential value of theWarrants.

The Warrants were issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, asWarrant Agent, and Rotor. The Warrant Agreement provides that the terms of the Warrants may be amended without the consent of anyholder to cure any ambiguity or correct any defective provision or mistake, including to conform the provisions of the WarrantAgreement to the description of the terms of the Warrants and the Warrant Agreement, but requires the approval by the holders of atleast 65% of the then-outstanding Public Warrants to make any change that adversely affects the interests of the registered holders.

The Warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the WarrantAgent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by fullpayment of the exercise price (or on a cashless basis, if applicable), by certified or official bank check payable to us, for the number ofWarrants being exercised. The Warrant holders do not have the rights or privileges of holders of common stock and any voting rightsuntil they exercise their Warrants and receive Common Stock. After the issuance of our Common Stock upon exercise of the Warrants,each holder will be entitled to one vote for each share held of record on all matters to be voted on by stockholders.

Private Placement Warrants

The Private Placement Warrants (including the shares of our Common Stock issuable upon exercise of the Private PlacementWarrants) will not be transferable, assignable or salable until 30 days after the completion of the Business Combination (exceptpursuant to limited exceptions as described under “-Restrictions on Transfers of Founder Shares and Private Placement Warrants,” toour officers and directors and other persons or entities affiliated with the initial purchasers of the Private Placement Warrants) and theywill not be redeemable by us so long as they are held by the initial purchasers or its permitted transferees (except as otherwise set forthherein). The initial purchasers, or its permitted transferees, have the option to exercise the Private Placement Warrants on a cashlessbasis. Except as described herein, the Private Placement Warrants have terms and provisions that are identical to those of the PublicWarrants. If the Private Placement Warrants are held by holders other than the initial purchasers or its permitted transferees, the PrivatePlacement Warrants will be redeemable by us in all redemption scenarios and exercisable by the holders on the same basis as thePublic Warrants.The redemption rights described under “-Redemption of Warrants When the Price per Share of Our Common Stock Equals or Exceeds$10.00,” will not apply to the Private Placement Warrants if at the time of redemption the Private Placement Warrants continue to beheld by the initial purchasers or their permitted transferees under the Warrant Agreement. If holders of the Private Placement Warrantselect to exercise them on a cashless basis, they would pay the exercise price by surrendering his, her or its Warrants for that number ofshares of our Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of our Common Stockunderlying the

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Warrants, multiplied by the excess of the “historical fair market value” (defined below) over the exercise price of the Warrants by (y)the historical fair market value. For these purposes, the “historical fair market value” shall mean the volume-weighted average saleprice of the shares of our Common Stock for the 10 trading days ending on the third trading day prior to the date on which the noticeof Warrant exercise is received by the Warrant Agent.

Restrictions on Transfers of Founder Shares and Private Placement Warrants

The Founder Shares, Private Placement Warrants and any shares of our Common Stock issued upon conversion or exercise thereof areeach subject to transfer restrictions pursuant to lock-up provisions pursuant to the Founders Letter Agreement. The Sponsor and eachmember of our management team have agreed not to transfer, assign or sell any of their Founder Shares until the earliest of (a) one yearafter the completion of the Business Combination and (b) upon completion of the Business Combination, (x) if the last reported saleprice of our Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations,recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after ourBusiness Combination or (y) the date on which we complete a liquidation, merger, capital stock exchange or other similar transactionafter the Business Combination that results in all of our stockholders having the right to exchange their Common Stock for cash,securities or other property. The Private Placement Warrants and the respective Common Stock underlying such Warrants are nottransferable or salable until 30 days after the completion of the Business Combination. The foregoing restrictions are not applicable totransfers (a) to Rotor’s initial officers or directors, any affiliates or family members of any of our initial stockholders, officers ordirectors, any members of the Sponsor or its affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (b) in the caseof an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member ofthe individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue oflaws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relationsorder; (e) by private sales or transfers made in connection with the completion of the Business Combination at prices no greater thanthe price at which the Founder Shares, Private Placement Warrants or Common Stock, as applicable, were originally purchased; (f) byvirtue of the limited partnership agreements or other applicable organizational documents of the Sponsor upon dissolution of theSponsor; (g) as distributions to limited partners or members of the Sponsor; (h) by virtue of the laws of the State of Delaware or of theSponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (i) to the Company for no value for cancellation inconnection with the completion of the Business Combination; or (j) in the event of our completion of a liquidation, merger, capitalstock exchange or other similar transaction which results in all of our stockholders having the right to exchange their Common Stockfor cash, securities or other property subsequent to our completion of the Business Combination; provided, however, that in the case ofclauses (a) through (h), or with our prior written consent, these permitted transferees must enter into a written agreement agreeing to bebound by these transfer restrictions and the other restrictions contained in the letter agreements.

On January 14, 2021, each of the Millennium and BlackRock Holders entered into a letter agreement (the “Millennium LetterAgreement” and “BlackRock Letter Agreement,” respectively), whereby the Millennium Holder, among other things agreed topurchase from the Company 395,192 Founder Shares for $436,731 and 419,423 Private Placement Warrants for $419,423 and theBlackRock Holders agreed to purchase from the Company 395,192 Founder Shares for $436,727 and 419,423 Private PlacementWarrants for $419,423. Pursuant to the Millennium Letter Agreement and the BlackRock Letter Agreement, the Founder Shares andPrivate Placement Warrants are subject to the same lock-up and transfer restrictions as set forth in the Founders Letter Agreement (withsubstantially similar provisions with respect to permitted transferees) and Millennium shall have the same registration rights as set forthin the Founder Registration Rights Agreement, dated as of January 14, 2021, entered into by and among Rotor and certain Rotorstockholders.

Transfer Agent and Warrant Agent

The transfer agent for our Common Stock and Warrant Agent for our Warrants is Continental Stock Transfer & Trust Company. Wehave agreed to indemnify Continental Stock Transfer & Trust Company in its roles as transfer agent and Warrant Agent, its agents andeach of its stockholders, directors, officers and employees against such claims and losses that may arise out of acts performed oromitted for its activities in that capacity, except for any claims and losses due to any gross negligence or intentional misconduct of theindemnified person or entity.

Certain Anti-Takeover Provisions of Delaware Law, the Company’s Certificate of Incorporation and Bylaws

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Certain provisions of our Charter and Bylaws which are summarized below may have the effect of delaying, deferring or discouraginganother person from acquiring control of us. They are also designed, in part, to encourage persons seeking to acquire control of theCompany to negotiate first with the Board. We believe that the benefits of increased protection of our ability to negotiate with anunfriendly or unsolicited acquirer will outweigh the disadvantages of discouraging a proposal to acquire the post-combination companybecause negotiation of these proposals could result in an improvement of their terms. We are also subject to anti-takeover provisionsunder Delaware law, which could delay or prevent a change of control. Together, these provisions may make more difficult the removalof management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices forour securities.

Delaware Law

We are governed by the provisions of Section 203 of the DGCL. Section 203 generally prohibits a publicly held Delaware corporationfrom engaging in a “business combination” with any “interested stockholder” for a period of three years after the date of the transactionin which the person became an interested stockholder, unless:

� the business combination or transaction which resulted in the stockholder becoming an interested stockholder wasapproved by the Board prior to the time that the stockholder became an interested stockholder;

� upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, theinterested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transactioncommenced, excluding for purposes of determining the number of shares outstanding (1) shares owned by personswho are directors and also officers and (2) shares owned by employee stock plans in which employee participants donot have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender orexchange offer; or

� on or subsequent to the date of the transaction, the business combination is approved by the board and authorized at anannual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least two-thirds ofthe outstanding voting stock which is not owned by the interested stockholder.

Section 203 defines a business combination to include:

� mergers or consolidations involving the corporation, or any direct or indirect majority-owned subsidiary of thecorporation, and the interested stockholder or any other entity if the merger or consolidation is caused by the interestedstockholder;

� any sale, transfer, pledge or other disposition involving the interested stockholder of 10% or more of the assets of thecorporation or any direct or indirect majority-owned subsidiary of the corporation;

� subject to exceptions, any transaction that results in the issuance or transfer by the corporation, or any direct orindirect majority-owned subsidiary of the corporation, of any stock of the corporation or such subsidiary to theinterested stockholder;

� any transaction involving the corporation, or any direct or indirect majority-owned subsidiary of the corporation, thathas the effect of increasing the proportionate share of the stock or any class or series of the corporation or suchsubsidiary beneficially owned by the interested stockholder; and

� the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financialbenefits provided by or through the corporation.

These provisions may have the effect of delaying, deferring or preventing changes in control of the Company.

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Certificate of Incorporation and Bylaws Provisions

Provisions of the Charter and the Bylaws include a number of provisions that could deter hostile takeovers or delay or prevent changesin control of our Board or management. Among other things, the Charter and the Bylaws:

� permit our Board to issue shares of preferred stock, with any powers, rights, preferences and privileges as they maydesignate;

� provide that the authorized number of directors may be changed only by resolution of the Board;

� provide that all vacancies and newly created directorships, may, except as otherwise required by law, our governingdocuments or resolution of our Board, and subject to the rights of holders of our preferred stock, only be filled by theaffirmative vote of a majority of directors then in office, even if less than a quorum, or by a sole remaining director;

� divide our Board into three classes, each of which stands for election once every three years;

� for so long as our Board is classified, and subject to the rights of holders of our preferred stock, provide that a directormay only be removed from the Board by the stockholders for cause, and only by the affirmative vote of the holders ofat least a 66⅔% of the voting power of the issued and outstanding capital stock of the Company entitled to vote in theelection of directors;

� require that any action to be taken by our stockholders must be effected at a duly called annual or special meeting ofstockholders and not be taken by written consent;

� provide that stockholders seeking to present proposals before a meeting of stockholders or to nominate candidates forelection as directors at a meeting of stockholders must provide notice in writing in a timely manner, and also meetspecific requirements as to the form and content of a stockholder’s notice;

� do not provide for cumulative voting rights (therefore allowing the holders of a plurality of the shares of CommonStock entitled to vote in any election of directors to elect all of the directors standing for election, if they should sochoose);

� provide that special meetings of our stockholders may be called only by the Board, the chairperson of our Board or ourchief executive officer;

� provide that stockholders will be permitted to amend certain provisions of the Charter and the Bylaws only uponreceiving at least two-thirds of the voting power of the then outstanding voting securities, voting together as a singleclass; and

� designate the Delaware and federal district courts as the exclusive forums for certain disputes.

Forum Selection Clause

Our Bylaws provide that, unless we consent in writing to the selection of an alternative forum, the sole and exclusive forum, to thefullest extent permitted by law, for (1) any derivative action or proceeding brought on our behalf, (2) any action asserting a breach of afiduciary duty owed by any director, stockholder, officer or other employee to us or our stockholders, (3) any action arising pursuant toany provision of the DGCL or our Charter and Bylaws (as either may be amended from time to time), or (4) any other action asserting aclaim that is governed by the internal affairs doctrine, shall be the Court of Chancery of the State of Delaware (or another state court orthe federal court located within the State of Delaware if the Court of Chancery does not have or declines to accept jurisdiction), in allcases subject to the court’s having jurisdiction over indispensable parties named as defendants. In addition, our Bylaws provide that thefederal district courts of the United States will be the exclusive forum for resolving any complaint asserting a cause of action arisingunder the Securities Act but that the forum selection provision will not apply to claims brought to enforce a duty or liability created bythe Exchange Act. Any person or entity purchasing or otherwise acquiring or holding or owning (or continuing to hold or own) anyinterest in any of our securities shall be deemed to have notice of and consented to the foregoing Bylaw provisions. Our stockholderswill not be deemed to have waived

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our compliance with the federal securities laws and the rules and regulations thereunder as a result of our exclusive forum provisions.

Advance Notice of Director Nominations and New Business

Our Bylaws include advance notice procedures with respect to stockholder proposals and the nomination of candidates for election asdirector. In order for any matter to be “properly brought” before a meeting, a stockholder will have to comply with such advance noticeprocedures and provide us with certain information. Our Bylaws allow the presiding officer at a meeting of stockholders to adopt rulesand regulations for the conduct of meetings which may have the effect of precluding the conduct of certain business at a meeting if suchrules and regulations are not followed.

Dissenters’ Rights of Appraisal and Payment

Under the DGCL, with certain exceptions, our stockholders have appraisal rights in connection with a merger or consolidation of theCompany. Pursuant to the DGCL, stockholders who properly request and perfect appraisal rights in connection with such merger orconsolidation will have the right to receive payment of the fair value of their shares as determined by the Delaware Court of Chancery.

Stockholders’ Derivative Actions

Under the DGCL, any of our stockholders may bring an action in the Company’s name to procure a judgment in the Company’s favor,also known as a derivative action, provided that the stockholder bringing the action is a holder of the Company’s shares at the time ofthe transaction to which the action relates or such stockholder’s stock thereafter devolved by operation of law.

Registration Rights

PIPE Financing

We have provided the PIPE Investors with certain customary registration rights with respect to the Common Stock issued pursuant tothe PIPE Financing. Pursuant to the Subscription Agreements, we are obligated, at our sole expense, to register with the SEC suchCommon Stock for resale no later than 30 days following the consummation of the Business Combination and to use commerciallyreasonable efforts to have such registration statement declared effective as soon as practicable after the filing thereof.

Registration Rights Agreement

Prior to the consummation of the Business Combination, Rotor, Old Sarcos, the Sponsor and certain Old Sarcos equity holders enteredinto a registration rights agreement with respect to the Company’s securities (the “Registration Rights Agreement”). The RegistrationRights Agreement provides for the registration of the Common Stock and Private Placement Warrants (and the Common Stockunderlying such Warrants) held by such security holders with the SEC on Form S-1 or, when available, Form S-3, as well as certainpiggy-back registration rights. The Company will bear the expenses incurred in connection with the filing of any such registrationstatements.

Listing of Securities

Our Common Stock and Warrants are listed on Nasdaq under the symbols “STRC” and “STRCW,” respectively.

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Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-261553 pertaining to the SarcosTechnology and Robotics Corporation 2021 Equity Incentive Plan, Sarcos Technology and Robotics Corporation 2021 Employee StockPurchase Plan and Sarcos Corp. 2015 Equity Incentive Plan of Sarcos Technology and Robotics Corporation of our report dated March29, 2022, with respect to the consolidated financial statements of Sarcos Technology and Robotics Corporation included in this AnnualReport (Form 10-K) for the year ended December 31, 2021.

/s/ Ernst & Young LLP

Salt Lake City, UtahMarch 29, 2022

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Exhibit 31.1

CERTIFICATION PURSUANT TORULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Kiva A. Allgood, certify that:

1.I have reviewed this Annual Report on Form 10-K of Sarcos Technology and Robotics Corporation;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessaryto make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to theperiod covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all materialrespects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries,is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report ourconclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by thisreport based on such evaluation; and

(c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during theregistrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that hasmaterially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financialreporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalentfunctions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reportingwhich are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financialinformation; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in theregistrant's internal control over financial reporting.

Date: March 29, 2022 By: /s/ Kiva A. AllgoodKiva A. Allgood

President and Chief Executive Officer

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Exhibit 31.2

CERTIFICATION PURSUANT TORULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Steven Hansen, certify that:

1.I have reviewed this Annual Report on Form 10-K of Sarcos Technology and Robotics Corporation;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessaryto make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to theperiod covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all materialrespects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries,is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report ourconclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by thisreport based on such evaluation; and

(c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during theregistrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that hasmaterially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financialreporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalentfunctions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reportingwhich are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financialinformation; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in theregistrant's internal control over financial reporting.

Date: March 29, 2022 By: /s/ Steven HansenSteven Hansen

Chief Financial Officer

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Exhibit 32.1

CERTIFICATION PURSUANT TO18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Sarcos Technology and Robotics Corporation (the “Company”) on Form 10-K for theperiod ending December 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify,pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result ofoperations of the Company.

Date: March 29, 2022 By: /s/ Kiva A. AllgoodKiva A. Allgood

President and Chief Executive Officer

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Exhibit 32.2

CERTIFICATION PURSUANT TO18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Sarcos Technology and Robotics Corporation (the “Company”) on Form 10-K for theperiod ending December 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify,pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result ofoperations of the Company.

Date: March 29, 2022 By: /s/ Steven HansenSteven Hansen

Chief Financial Officer

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12 Months EndedDocument and EntityInformation - USD ($)

$ in Millions Dec. 31, 2021 Mar. 01,2022

Jun.30,

2021Document Information [LineItems]Document Type 10-KAmendment Flag falseDocument Period End Date Dec. 31, 2021Current Fiscal Year End Date --12-31Document Fiscal Year Focus 2021Document Fiscal Period Focus FYEntity Central Index Key 0001826681Entity Registrant Name SARCOS TECHNOLOGY AND ROBOTICS

CORPORATIONEntity File Number 001-39897Entity Incorporation, State orCountry Code DE

Entity Address, Address Line One 650 South 500 WestEntity Address, Address Line Two Suite 150Entity Address, City or Town Salt Lake CityEntity Address, State or Province UTEntity Address, Postal Zip Code 84101City Area Code 888Local Phone Number 927-7296Entity Tax Identification Number 85-2838301Entity Well-known SeasonedIssuer No

Entity Voluntary Filers NoEntity Current Reporting Status YesEntity Interactive Data Current YesEntity Filer Category Non-accelerated FilerEntity Small Business trueEntity Emerging Growth Company trueEntity Ex Transition Period falseICFR Auditor Attestation Flag falseEntity Shell Company falseDocument Annual Report trueDocument Transition Report falseEntity Public Float $ 283.3Entity Common Stock, SharesOutstanding 142,900,000

Auditor Name Ernst & Young LLPAuditor Location Salt Lake City, Utah

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Auditor Firm ID 42Common StockDocument Information [LineItems]Trading Symbol STRCTitle of 12(b) Security Common Stock, $0.0001 par value per shareSecurity Exchange Name NASDAQRedeemable Warrants, Exercisablefor Shares of Common StockDocument Information [LineItems]Trading Symbol STRCWTitle of 12(b) Security Redeemable warrants, exercisable for shares of

Common Stock at an exercise price of $11.50 per shareSecurity Exchange Name NASDAQ

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CONSOLIDATEDBALANCE SHEETS - USD

($)$ in Thousands

Dec. 31,2021

Dec. 31,2020

Current assets:Cash and cash equivalents $

217,114$33,664

Accounts receivable 788 1,051Unbilled receivables 221 219Inventories, net 1,006 707Prepaid expenses and other current assets 9,202 693Total current assets 228,331 36,334Property and equipment, net 7,051 1,425Other non-current assets 441 292Total assets 235,823 38,051Liabilities, Current [Abstract]Accounts payable 1,681 972Accrued liabilities 4,480 1,255Notes payable, current 1,328Total current liabilities 6,161 3,555Notes payable, net of current 1,066Warrant liabilities 13,701Other non-current liabilities 1,999 526Total liabilities 21,861 5,147Commitments and contingencies (Note 11)Stockholders' equity:Common stock, $0.0001 par value, 990,000,000 and 133,312,415 shares authorized as ofDecember 31, 2021, and December 31, 2020; 137,722,658 and 104,039,354 shares issued andoutstanding as of December 31, 2021, and December 31, 2020, respectively

14 10

Additional paid-in capital 359,439 96,880Accumulated deficit (145,491) (63,983)Total Sarcos Technology and Robotics Corporation stockholders' equity 213,962 32,907Noncontrolling interests (3)Total stockholders’ equity 213,962 32,904Total liabilities and stockholders' equity $

235,823$38,051

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CONSOLIDATEDBALANCE SHEETS

(Parenthetical) - $ / sharesDec. 31, 2021 Sep. 24, 2021 Dec. 31, 2020

Common stock, par value $ 0.0001 $ 0.0001Common stock, shares authorized 990,000,000 133,312,415Common stock, shares issued 137,722,658 104,039,354Common stock, shares outstanding 137,722,658 21,483,286 104,039,354

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12 Months EndedCONSOLIDATEDSTATEMENTS OF

OPERATIONS ANDCOMPREHENSIVE LOSS -

USD ($)$ in Thousands

Dec. 31,2021

Dec. 31,2020

Revenue, net $ 5,075 $ 8,813Operating expenses:Cost of revenue 3,867 5,602Research and development 17,516 14,117General and administrative 58,059 7,297Sales and marketing 6,624 2,796Total operating expenses 86,066 29,812Loss from operations (80,991) (20,999)Interest (expense) income, net (34) 40Loss on warrant liability (4,927)Gain on forgiveness of notes payable 4,394Other income, net 51 34Loss before provision for income taxes (81,507) (20,925)Provision for income taxes (1) (1)Net loss and comprehensive loss (81,508) (20,926)Net loss attributable to common stockholders $ (81,508) $ (20,926)Net loss per share attributable to common stockholders:Basic and diluted $ (0.72) $ (0.21)Weighted-average shares used in computing net loss per share attributable tocommon stockholdersBasic and diluted 113,184,357100,114,664

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CONSOLIDATEDSTATEMENT OF

CHANGES INSTOCKHOLDERS'EQUITY - USD ($)

$ in Thousands

TotalAdditional

Paid-InCapital

AccumulatedDeficit

NoncontrollingInterests

CommonStock

CommonClass A

PreviouslyReported

PreviouslyReportedSeries A

PreviouslyReportedSeries B

PreviouslyReported

AdditionalPaid-InCapital

PreviouslyReported

AccumulatedDeficit

PreviouslyReported

NoncontrollingInterests

PreviouslyReportedCommon

StockCommonClass A

PreviouslyReportedCommon

StockCommonClass B

Revision ofPrior

PeriodAdjustment

Series A

Revision ofPrior

PeriodAdjustment

Series B

Revision ofPrior

PeriodAdjustmentAdditional

Paid-InCapital

Revision ofPrior

PeriodAdjustment

CommonStock

CommonClass A

Revision ofPrior

PeriodAdjustment

CommonStock

CommonClass B

Beginning balance at Dec. 31,2019

$11,473 $ 54,525 $ (43,057) $ (3) $ 8 $ 11,473 $ 54,518 $ (43,057) $ (3) $ 7 $ 7 $ 8 $ (7)

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

5,421,446 3,158,338 (5,421,446) (3,158,338)

Temporary equity beginningbalance at Dec. 31, 2019 $ 5 $ 3 $ (5) $ (3)

Beginning balance (in Shares)at Dec. 31, 2019 81,756,305 109,536 7,250,001 81,646,769 7,250,001

Vesting of founder sharessubject to repurchase 75 75

Vesting of founder sharessubject to repurchase (inShares)

3,846,917

Issuance of common stock, netof issuance cost 38,647 38,645 $ 2

Issuance of common stock, netof issuance cost, Shares 18,117,573

Issuance of common stockwarrants 1,220 1,220

Stock-based compensation 2,291 2,291Exercise of stock options $ 124 124Exercise of stock options (inShares) 318,564 318,559

Net loss $(20,926) (20,926)

Ending balance at Dec. 31,2020 32,904 96,880 (63,983) (3) $ 10

Ending balance (in Shares) atDec. 31, 2020 104,039,354

Purchase of non-controllinginterest (200) (203) $ 3

Cashless exercise of commonstock warrants (in Shares) 999,185

Issuance of common stockupon Merger, net oftransaction costs

(94) (95) $ 1

Issuance of common stockupon Merger, net oftransaction costs (in Shares)

10,525,990

Issuance of PIPE shares 220,000 219,998 $ 2Issuance of PIPE shares (inShares) 22,000,000

Shares withheld on vesting ofrestricted stock (284) (284)

Stock-based compensation 43,118 43,118Exercise of stock options $ 26 25 $ 1Exercise of stock options (inShares) 158,129 158,129

Net loss $(81,508) (81,508)

Ending balance at Dec. 31,2021

$213,962 $ 359,439 $ (145,491) $ 14

Ending balance (in Shares) atDec. 31, 2021 137,722,658

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12 Months EndedCONSOLIDATEDSTATEMENTS OF CASH

FLOWS - USD ($)$ in Thousands

Dec. 31, 2021 Dec. 31, 2020

Cash flows from operating activities:Net loss $ (81,508) $ (20,926)Adjustments to reconcile net loss to net cash used in operating activities:Share-based compensation 43,118 2,291Depreciation 531 458Change in fair value of warrant liability 4,927Gain on forgiveness of notes payable (4,394)Changes in operating assets and liabilitiesAccounts receivable 263 (135)Unbilled receivable (2) 649Inventories (299) 441Prepaid expenses and other current assets (8,082) (144)Other non-current assets (148) (163)Accounts payable 244 (320)Accrued liabilities 2,646 592Deferred revenue (27) (143)Deferred rent 1,004Other non-current liabilities (376) 518Net cash used in operating activities (42,103) (16,882)Net Cash Provided by (Used in) Investing Activities [Abstract]Purchases of property and equipment (4,688) (950)Net cash used in investing activities (4,688) (950)Net Cash Provided by (Used in) Financing Activities [Abstract]Proceeds from issuance of common stock and warrants 39,867Proceeds from notes payable 2,000 2,394Proceeds from exercise of stock options 26 124Acquisition of common stock for tax withholding obligations (284)Purchase of non-controlling interest (200)Payment of obligations under capital leases (89) (84)Proceeds from PIPE 220,000Proceeds from Merger 25,359Payments for transaction costs (16,571)Net cash provided by financing activities 230,241 42,301Net increase in cash, cash equivalents 183,450 24,469Cash, cash equivalents at beginning of period 33,664 9,195Cash, cash equivalents at end of period 217,114 33,664Supplemental disclosure of cash flow information:Cash paid for interest 11 1Cash paid for income taxes 2 1Supplemental disclosure of non-cash financing and investing activities:

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Issuance of common stock warrants 1,220Purchase of property and equipment included in accounts payable at period-end 605 28Purchase of property and equipment under capital leases 303Vesting of founder shares subject to repurchase $ 75Leasehold improvements paid by lessor 988Unpaid transaction costs 148Assumption of warrant liabilities $ 8,774

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12 Months EndedBasis of Presentation andSummary of Significant

Accounting Policies Dec. 31, 2021

Accounting Policies[Abstract]Basis of Presentation andSummary of SignificantAccounting Policies

1. Basis of Presentation and Summary of Significant Accounting Policies

Description of the Business

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

Business Combination

On September 24, 2021 (the “Closing Date”), the Company consummated a business combination (the “Business Combination”) pursuant to the terms of the Agreementand Plan of Merger, dated as of April 5, 2021, by and among Rotor Acquisition Corp. (“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 andOld Sarcos. Pursuant to the terms of the Merger Agreement, the Business Combination between the Company and Old Sarcos was effected through the merger of MergerSub 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 ClosingDate, Rotor changed its name 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 Sarcoswere 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 SarcosCommon 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) theright 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 certainmilestones (the “Contingent Merger Consideration”), as described below;

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

In addition, each holder of Old Sarcos capital stock (including any Old Sarcos RSAs) was entitled to a right to Contingent Merger Consideration at the Closing Date in theform 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 aprice 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 onthe New York Stock Exchange and began trading on The Nasdaq Global Market (“Nasdaq”) as “STRC” and “STRCW”, respectively.

Basis of Presentation and Consolidation

The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The consolidatedfinancial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated inconsolidation. Certain prior year amounts have been reclassified to conform to current year presentation. The Company’s fiscal year begins on January 1 and ends onDecember 31.

COVID-19 Pandemic

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 operationsbecause of the COVID-19 pandemic and the Company continues to monitor its operations and government recommendations. Travel restrictions and capacity limits atcustomer locations imposed in response to the COVID-19 pandemic continue to cause delays in the assessment and deployment of the Company’s products. Although it iswidely 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-19pandemic will have on its financial condition and operations. The impact of the COVID-19 pandemic on the Company’s financial performance will depend on futuredevelopments, including the duration and spread of the outbreak and related governmental advisories and restrictions. If the financial markets and/or the overall economycontinue to be impacted for an extended period, the Company’s operations and financial results may be adversely affected.

Use of Estimates

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

Liquidity and Capital Resources

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Cash and cash equivalents were $217.1 million as of December 31, 2021, compared to $33.7 million as of December 31, 2020. The Company has historically incurredlosses and negative cash flows from operations. As of December 31, 2021, the Company also had an accumulated deficit of approximately $145.5 million and workingcapital of $222.2 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 therealization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company’s main sources of liquidity are cash generated byequity offerings and debt. The Company’s primary use of cash is for operations and administrative activities including employee-related expenses, and general, operatingand overhead expenses. Future capital requirements will depend on many factors, including the Company’s customer growth rate, customer retention, timing and extent ofdevelopment efforts, the expansion of sales and marketing activities, the introduction of new and enhanced product offerings and market acceptance of the Company’sproducts.

On September 24, 2021, the Company completed the Business Combination and raised net cash proceeds of $228.8 million, net of transaction costs. The Company believesit has sufficient financial resources for at least the next 12 months from the date of this Report.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash, cash equivalents, accounts receivable and unbilled receivables.The Company’s cash is placed with high-credit-quality financial institutions and issuers, and at times exceed federally insured limits. The Company has not experiencedany losses relating to its cash equivalents.

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

Accounts receivable

As of December 31, 2021, one of our customers accounted for more than 10% of the Company’s accounts receivable, which in total represented 81% of the accountsreceivable as of the end of the year. As of December 31, 2020, five customers each accounted for more than 10% of the Company’s accounts receivable, which in totalrepresented 97% of the accounts receivable as of the end of the year.

Revenue

Five and three customers accounted for more than 10% of the Company’s revenue for each of the years ended December 31, 2021 and 2020, respectively. Theseconcentrations accounted for 87% and 64% of revenue for the years ended December 31, 2021 and 2020, respectively. The total amount of revenue for each such customerwas as follows:

(In thousands) 2021 2020Customer A $ 1,685 $ 2,222Customer B 630 2,156Customer C *NM 1,066Customer D 928 *NMCustomer E 602 *NMCustomer F 555 *NM

*NM - Not meaningful as the customer’s related revenue was less than 10% of the Company’s revenue for the respective year.

Cash and Cash Equivalents

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

Accounts Receivable

Receivables are recorded at the amount the Company expects to collect. Management determines the need for an allowance for doubtful receivables using a specificidentification method after taking into account all of its remedies for collection. Account balances are charged off against the allowance after all means of collection havebeen exhausted and the potential for recovery is considered remote. Recoveries of receivables previously written off are recorded when payment is received as otherincome. Management determined no allowance for doubtful receivables was necessary as of December 31, 2021 and 2020. Receivables are comprised of amounts invoicedfor completed contracts and contracts in progress. As of December 31, 2021 and 2020, no amounts have been written off or provided for recoverability.

Inventories

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

Property and Equipment

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

Useful lifeRobotics and manufacturing equipment 1 – 10 yearsComputer equipment 3 – 5 yearsSoftware 3 yearsFurniture and fixtures 3 yearsLeasehold improvements Lesser of the useful life or the

remaining term of the lease

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

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Impairment of Property and Equipment

The Company evaluates on an annual basis its property and equipment for indicators of possible impairment when events or changes in circumstances indicate the carryingamount of an asset may not be recoverable. Impairment exists if the carrying amounts of such assets exceed the estimates of future net undiscounted cash flows expected tobe generated by such assets. No impairment loss was recognized during the years ended December 31, 2021 and 2020.

Revenue RecognitionThe 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 researchand development services that are fully funded by the customer. The Company recognizes revenue when promised goods or services are transferred to customers in anamount 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 eachparty’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 contracthas commercial substance and (iii) the Company determines that collection of substantially all consideration for products and services that are transferred is probable basedon 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 theproject. 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 capableof 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 orcapability. However, determining whether products or services are considered distinct performance obligations that should be accounted for separately may requiresignificant judgment.

3) Determine the transaction price: The transaction price is determined based on the consideration to which the Company will be entitled to in exchange for transferringgoods or services to the customer. Such amounts are typically stated in the customer contract. However, to the extent that the Company identifies variable consideration, theCompany 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 revenuerecognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The Company’s current contracts do not include anysignificant financing components because the timing of the transfer of the underlying products and services under contract are at the customers’ discretion. Additionally, theCompany does not adjust the promised amount of consideration for the effects of a significant financing component if the Company expects, at contract inception, that theperiod 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. Taxescollected 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 allocatedto 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) orservice(s) to the customer. If applicable, the Company allocates the transaction price to each performance obligation identified in the contract on a relative standaloneselling price basis. The standalone selling price represents the amount we would sell the good(s) or service(s) to a customer on a standalone basis. For the governmentcontracts, the Company uses expected cost plus a margin as standalone selling price. Because our contract pricing with the government customer is based on expected costplus margin the standalone selling price of the good(s) or service(s) in our contracts with the government customer are typically equal to the selling price stated in thecontract. When we sell standard good(s) or service(s) with observable standalone sale transactions, the observable standalone sales transactions are used to determine thestandalone selling price.

5) Recognize revenue when or as the Company satisfies a performance obligation: For each performance obligation identified, we determine at contract inception whetherwe 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 theCompany is entitled to the reimbursement of costs plus a reasonable profit for work performed for which the Company has no alternate use. For these performanceobligations, the Company generally recognizes revenue using an input method with revenue amounts being recognized proportionately as costs are incurred relative to thetotal expected costs to satisfy the performance obligation. The Company believes that costs incurred as a portion of total estimated costs is an appropriate measure ofprogress towardssatisfaction of the performance obligation since this measure reasonably depicts the progress of the work effort. Revenue for performance obligations that are notrecognized over time are recognized at the point in time when control transfers to the customer (which is generally upon delivery). For performance obligations that aresatisfied at a point in time, the Company evaluates the point in time when the customer can direct the use of, and obtain the benefits from, the products and services.Shipping and handling costs are recorded at the time of product shipment to the customer and are included within revenue.

Revenues from Contracts with Customers

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

Research and Development Services

Cost-type contracts – Research, development and/or testing service contracts, including cost-plus-fixed-fee and time and material contracts, relate primarily to thedevelopment of technology in the areas of robotics, artificial intelligence and unmanned systems. Cost-type contracts are generally entered into with the U.S. government.These contracts are billed at cost plus a margin as defined by the contract and Federal Acquisition Regulation (“FAR”). The FAR establishes regulations aroundprocurement by the government and provides guidance on the types of costs that are allowable in establishing prices for goods and services delivered under governmentcontracts. 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 developmentcontracts generally require a significant service of integrating a complex set of tasks and components into a single deliverable. Revenue on fixed-price contracts is generallyrecognized 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 couldincur a loss. The Company will recognize losses at the contract level in earnings in the period in which they are incurred.

Product Revenue

Product revenues relate to sales of the Company’s Guardian S and Guardian HLS products, and certain miscellaneous parts, accessories and repair services. The Companyprovides a limited one-year warranty on product sales. Product warranties are considered assurance-type warranties and are not considered to be separate performance

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obligations. Revenue on product sales is recognized at the point in time when ownership of the goods is transferred, generally at the time of shipment to the customer. Atthe time revenue is recognized, an accrual is established for estimated warranty expenses based on historical experience as well as anticipated product performance.

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

December 31,(In thousands) 2021 2020Research and Development Services $ 3,584 $ 6,811Product Revenue 1,491 2,002

Revenue, net $ 5,075 $ 8,813

Contract Balances

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

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

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

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

(In thousands)Accountsreceivable

Unbilledreceivable

Contract assets(current)

Contract assets(long-term)

Deferredrevenue(current)

Opening Balance as of December 31, 2019 $ 916 $ 868 $ 195 $ 110 $ 200Increase/(decrease), net 135 (649) (102) (17) (143)Ending Balance as of December 31, 2020 1,051 219 93 93 57Increase/(decrease), net (263) 2 1 (57) (27)Ending Balance as of December 31, 2021 $ 788 $ 221 $ 94 $ 36 $ 30

The Company recorded its current contract assets, long-term contract assets and current deferred revenue within prepaid expenses and other current assets, othernon-current assets, and accrued liabilities, respectively. For the deferred revenue balance, during the years ended December 31, 2021 and 2020, the Company recognizedrevenue of $0.1 million and $0.2 million, respectively, in the consolidated statements of operations and comprehensive loss.

Remaining performance obligations

As of December 31, 2021, the Company had backlog, or revenue related to remaining performance obligations, of $1.8 million. We expect that all of this backlog will berecognized in 2022.

Research and Development Costs

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

Sales and Marketing Costs

The Company expenses advertising costs as incurred. Marketing costs include product demonstration, customer service, lead generation, public relations, market researchand internal labor in the consolidated statements of operations and comprehensive loss.

Stock-Based Compensation

The Company calculates the fair value of all stock-based awards, including stock options and restricted stock awards on the date of grant. The Company values stockoptions using the Black-Scholes option-pricing model, which requires the use of a number of assumptions, including expected volatility, expected life, risk-free interest rateand expected dividends. The stock-based compensation expense is recognized on a straight-line basis over the requisite service periods of the awards, which is generallyfour years. The Company records forfeitures as they occur.

Income Taxes

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

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 accountingpronouncements applicable to public companies until such pronouncements are applicable to private companies. The Company has elected to use this extended transitionperiod 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 Financial Accounting Standards Board (“FASB”) issued ASU 2016-02 regarding Accounting Standards Codification (“ASC”) 842 Leases. Theamendments in this guidance require balance sheet recognition of lease assets and lease liabilities by lessees for leases classified as operating leases, with an optional policyelection 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 qualitativeand quantitative requirements, providing additional information about the amounts recorded in the consolidated financial statements. The amendments require a modified

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retrospective approach with optional practical expedients. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements. ASU 2018-11provides entities another option for transition, allowing entities to not apply the new standard in the comparative periods they present in their consolidated financialstatements 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): EffectiveDates for Certain Entities (“ASU 2020-05”). The update defers the initial effective date of ASU 2016-02 by one year for private companies and private non-for-profits. Forthese entities, the effective date is for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. TheCompany 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 inthe process of evaluating the impact adopting ASC 842 will have on its 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 newstandard requires financial assets measured at amortized cost be presented at the net amount expected to be collected, through an allowance for credit losses that is deductedfrom the amortized cost basis. The standard will be effective for the Company beginning January 1, 2023, with early application permitted. The Company does not expectadoption of this new guidance to have a material impact on its results of operations, financial condition and financial statement disclosures.

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 isintended to simplify the accounting for income taxes by removing certain exceptions to the general principles and to simplify areas such as franchise taxes, step up in taxbasis goodwill, separate entity financial statements and interim recognition of enactment of tax laws or rate changes. The ASU is effective for the Company beginningJanuary 1, 2022. The Company does not expect the adoption of this standard to have a material impact on its consolidated financial statements.

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12 Months EndedFair Value Measurements Dec. 31, 2021Fair 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 theprincipal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used tomeasure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy defines a three-level valuationhierarchy 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 orliabilities 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 optionpricing 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, namely its warrant liabilities and cash equivalents, at fair value. The fair value ofthe Company’s financial assets and liabilities measured at fair value on a recurring basis was determined using the following inputs:

As of December 31, 2021(In thousands) Level 1 Level 2 Level 3 Fair ValueLiabilities:

Warrant liability $ — $ — $ 13,701 $ 13,701Total liabilities $ — $ — $ 13,701 $ 13,701

As of December 31, 2020(In thousands) Level 1 Level 2 Level 3 Fair ValueAssets:Cash equivalents:

Money market funds $ 31,726 $ — $ — $ 31,726Total assets $ 31,726 $ — $ — $ 31,726

Cash equivalents consist primarily of money market funds with original maturities of three months or less at the time of purchase, and the carrying amount is a reasonableestimate of fair value. There were no transfers between fair value measurements levels during the years ended December 31, 2021 and 2020.

The table below sets forth a summary of changes in the fair value of the Company’s Level 3 warrants for the year ended December 31, 2021:

(In thousands)Balance at December 31, 2020 $ —

Initial recognition of warrants 8,774Increase in fair value of warrants 4,927

Balance at December 31, 2021 $ 13,701

The carrying amounts of accounts payable, accrued expenses and notes payable approximate their fair values because of the relatively short periods until they mature or arerequired to be settled.

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12 Months EndedBalance Sheet Components Dec. 31, 2021Organization ConsolidationAnd Presentation OfFinancial Statements[Abstract]Balance Sheet Components

3. Balance Sheet Components

Inventories, net

Inventories, net consist of the following:

(In thousands) December 31, 2021 December 31, 2020Raw materials $ 458 $ 516Work-in-process 41 100Finished goods, net 507 91

Total inventories $ 1,006 $ 707

The Company had inventory reserves of $0.3 million and $0.1 million for the years ended December 31, 2021 and 2020, respectively.

Prepaid expenses and other current assets

Prepaid expenses and other current assets consist of the following:

(In thousands) December 31, 2021 December 31, 2020Prepaid insurance $ 4,786 $ 34Software 4,144 287Other prepaid expense 171 279Other assets 101 93

Total prepaid expenses and other current assets $ 9,202 $ 693

Property and equipment, net

Property and equipment, net consist of the following:

(In thousands) December 31, 2021 December 31, 2020Robotics and manufacturing equipment $ 876 $ 659Leasehold improvements 3,890 154Computer equipment 1,270 568Capital leased computer equipment 271 386Software 355 359Other fixed assets 753 147Construction in progress 872 141

Property and equipment, gross 8,287 2,414Accumulated depreciation and amortization (1,236) (989)

Property and equipment, net $ 7,051 $ 1,425

Depreciation expenses were $0.5 million and $0.5 million for the years ended December 31, 2021 and 2020, respectively. Amortization of assets under capital leases isincluded as part of depreciation expense.

Accrued liabilities

Accrued liabilities consist of the following:

(In thousands) December 31, 2021 December 31, 2020Payroll and related costs $ 2,511 $ 934Consulting and professional services 406 125Legal accrual 520 —Other current liabilities 1,043 196

Total accrued liabilities $ 4,480 $ 1,255

Other non-current liabilities

Other non-current liabilities consist of the following:

(In thousands) December 31, 2021 December 31, 2020Payroll and related costs $ — $ 286Capital leases and other 7 240Deferred rent 1,992 —

Total other non-current liabilities $ 1,999 $ 526

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12 Months EndedNotes Payable Dec. 31, 2021Debt Disclosure [Abstract]Notes Payable 4. Notes Payable

Paycheck Protection Program Loan

Old Sarcos received two unsecured loans under the Paycheck Protection Program (“PPP”) administered by the Small Business Administration, pursuant to the CoronavirusAid, 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, andthe second PPP loan of $2.0 million was forgiven during November 2021. The forgiveness of these PPP loans resulted in gains of $4.4 million during the year endedDecember 31, 2021, which were recorded as gain on forgiveness of notes payable within the consolidated statements of operations and comprehensive loss.

Notes payable consisted of the following:

(In thousands)December 31,

2021December 31,

2020First PPP loan $ — $ 2,394Total Notes payable — 2,394Less: Notes payable, current portion — 1,328Notes payable, net of current portion $ — $ 1,066

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12 Months EndedReverse Recapitalization Dec. 31, 2021Business Combination andAsset Acquisition [Abstract]Reverse Recapitalization 5. Reverse Recapitalization

Pursuant to ASC 805, Business Combinations, the Business Combination was accounted for as a reverse recapitalization, rather than a business combination, for financialaccounting and reporting purposes. Accordingly, Old Sarcos was deemed the accounting acquirer (and legal acquiree) and Rotor was treated as the accounting acquiree (andlegal 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 commonstockholders, prior to the Merger, have been retroactively restated as shares reflecting the Exchange Ratio.

Earn-Out Shares

Each holder of Old Sarcos capital stock (including any Old Sarcos RSAs) is entitled to a right to Contingent Merger Consideration in the form of earn-outs, up to anaggregate 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 onthe 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 20trading 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 fifthanniversary 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 theEarn-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 aretreated as equity-linked instruments as opposed to shares outstanding, and as such are not included in shares outstanding on the Company’s consolidated balance sheets.

Upon the closing of the Business Combination and the PIPE Financing, the Company received net cash proceeds of $228.8 million. The following table reconciles theelements of the Merger to the consolidated statements of cash flows and the consolidated statements of stockholders’ equity for the year ended December 31, 2021:

(In thousands) RecapitalizationCash proceeds from Rotor, net of redemptions and transaction expenses $ 25,359Cash proceeds from PIPE Financing 220,000Less: Cash payment of transaction expenses - Sarcos (16,571)Net Cash proceeds from Merger and PIPE financing 228,788Less: Warrant liabilities assumed (8,774)Less: Other non-cash net assets assumed 40Less: Unpaid and previously expensed Merger transaction costs (148)Net contributions from recapitalization $ 219,906

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

Number of SharesRotor Class A Common Stock, outstanding prior to Merger 27,600,000Rotor Class B Common Stock, outstanding prior to Merger 6,405,960Class A common stock issued to PIPE Investors 22,000,000Less: redemption of Rotor Common Stock (23,479,970)Total shares from Merger and PIPE financing 32,525,990Recapitalization of Old Sarcos common stock into Class A common stock1 105,063,285Total shares of Common Stock immediately after the Effective Time 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 outstandingimmediately prior to the closing of the Business Combination, which are presented net of the Common and Preferred Stock redeemed, converted at the Exchange Ratio of5.129222424. This excludes a restricted stock award for 5,129,222 shares that was unvested as of the date of the Merger. All fractional shares were rounded down.

In connection with the Merger, the Company incurred direct and incremental costs of approximately $32.9 million related to legal, accounting and other professional fees,which were deducted from the Company’s additional paid-in capital as a reduction of cash proceeds rather than expensed as incurred and $1.1 million of transaction coststhat were recorded to operating expenses within the consolidated statements of operations and comprehensive loss.

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12 Months EndedEquity Dec. 31, 2021Stockholders Equity Note[Abstract]Equity 6. Equity

Common Stock

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

As of December 31, 2021, the Company had authorized a total of 990,000,000 shares forissuance as Common Stock. As of December 31, 2021, 137,722,658 shares of Common Stockwere issued and outstanding.

In September 2016, the founders of Old Sarcos granted Old Sarcos a purchase right for4,000,000 shares of Class B common stock of Old Sarcos originally purchased by the founders in2015. Old Sarcos had an exclusive option to repurchase unvested shares of Class B commonstock at a price per share equal to the original issue price per share in the event that the founder’srelationship with Old Sarcos was terminated. The repurchase right for the 4,000,000 shareslapsed in equal monthly amounts over 48 months ending in September 2020. The fair value ofthe repurchase rights were categorized as Class B common stock options at the date therepurchase rights were granted, based on the fair market value on the grant date. Theserepurchase rights were recorded as stock-based compensation expense on a straight-line basisover the vesting period and were recorded to general and administrative expense within theconsolidated statements of operations and comprehensive loss. For the year ended December 31,2020, the amount of stock-based compensation recognized related to the founder stock optionswas $1.5 million. For the year ended December 31, 2021, no shares of Class B Common Stockwere subject to the repurchase option and there was no unrecognized amount of stock-basedcompensation remaining. Upon the closing of the Merger, holders ofoutstanding Class B common stock of Old Sarcos received shares of the Company’s CommonStock in an amount determined by application of the Exchange Ratio, as discussed in Note 1,Basis of Presentation and Summary of Significant Accounting Policies.

Preferred Stock

As of December 31, 2021, the Company had authorized a total of 10,000,000 shares for issuanceas preferred stock. The Company’s board of directors has the authority to issue preferred stockand to determine the rights, privileges, preferences, restrictions and voting rights of those shares.As of December 31, 2021, the Company had no shares of preferred stock outstanding as allpreferred stock of Old Sarcos had been converted to Common Stock as part of the BusinessCombination.

Non-controlling Interest

The non-controlling interest represents the membership interest in ZeptoVision, Inc., (“Zepto”)that was held by a holder other than the Company. Zepto was formed in April 2016 and theformation of Zepto was accounted for as a common control transaction at the time of formation.As of December 31, 2020, the Company’s ownership percentage in Zepto was 79%. TheCompany has consolidated the financial position and results of operations of Zepto and reflectedthe 21% interest as a non-controlling interest for the year ended December 31, 2020. Thecarrying amount of the non-controlling interest was adjusted to reflect the change in itsownership interest in the subsidiary, with the offset to equity attributable to the Company.

On February 16, 2021, the Company acquired the non-controlling interest’s shares in Zepto for apurchase price of $0.2 million making Zepto a wholly owned subsidiary of the Company. Theacquisition of the remaining shares of Zepto resulted in the decrease of non-controlling interest

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to zero and adjustment to additional paid-in capital to reflect the Company’s increased ownershipin Zepto.

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12 Months EndedWarrants Dec. 31, 2021Equity [Abstract]Warrants 7. Warrants

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

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

Immediately prior to the effective time of the Merger, all the issued and outstanding warrants to purchase 250,000 shares of Class A Stock of Old Sarcos warrants were netexercised and upon the Closing were exchanged for shares of the Company’s Common Stock in an amount determined by application of the Exchange Ratio, as discussedin 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 theirover-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 theIPO, 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 ofRotor’s officers and directors, and certain funds and accounts managed by two qualified institutional buyers. At the Closing Date, Old Sarcos acquired the net liabilitiesfrom Rotor, including the Public Warrants, that were recorded as equity instruments, and the Private Placement Warrants, that were recorded as warrant liabilities (togetherthe “Warrants”).

The Company estimated the fair value of the Private Placement Warrants exercisable for Common Stock measured at fair value on a recurring basis at the respective datesusing the binomial lattice valuation model. The binomial lattice valuation model inputs are based on the estimated fair value of the underlying Common Stock at thevaluation measurement date, the remaining contractual term of the warrant, the risk-free interest rates, the expected dividends and the implied volatility of the price of theCompany’s underlying stock. These estimates, especially the expected volatility, are highly judgmental and could differ materially in the future. The Company recognized aloss of $4.9 million related to the change in fair value of the PrivatePlacement Warrants during the year ended December 31, 2021, recorded as a loss on warranty liability within the consolidated statements of operations and comprehensiveloss.

The following table provides quantitative information regarding assumptions used in the binomial lattice model to determine the fair value of the Private PlacementWarrants:

December 31, 2021September 24, 2021

(Closing Date)Stock price $ 9.98 $ 10.05Term (in years) 0.06 0.32Implied volatility 30.3% 18.9%Risk-free rate 1.22% 1.0%Dividend yield 0.0% 0.0%

Each whole Warrant entitles the registered holder to purchase one share of our Common Stock at a price of $11.50 per share, subject to adjustment as discussed below, atany time commencing on January 20, 2022, provided that we have an effective registration statement under the Securities Act covering the shares of the Common Stockissuable upon exercise of the Warrants and a current prospectus relating to them is available (or we permit holders to exercise their Warrants on a cashless basis under thecircumstances specified in the warrant agreement entered into between Continental Stock Transfer & Trust Company and Rotor (the “Warrant Agreement”)) and suchshares 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 Warrantholder may exercise its Warrants only for a whole number of shares of our Common Stock. This means only a whole Warrant may be exercised at a given time by a Warrantholder. 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 uponredemption or liquidation.

We will not be obligated to deliver any Common Stock pursuant to the exercise of a Warrant and will have no obligation to settle such Warrant exercise unless a registrationstatement under the Securities Act with respect to the shares of our Common Stock underlying the Warrants is then effective and a prospectus relating thereto is current,subject to our satisfying our obligations described below with respect to registration, or a valid exemption from registration is available. No Warrant will be exercisable, andwe will not be obligated to issue a share of our Common Stock upon exercise of a Warrant unless the share of our Common Stock issuable upon such Warrant exercise hasbeen registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Warrants. In the event the conditions inthe 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 suchWarrant may have no value and expire worthless. In no event will we be required to net cash settle any Warrant. In the event a registration statement is not effective for theexercised Warrants, the purchaser in the Rotor IPO of a Unit containing such Warrant will have paid the full purchase price for the Unit solely for the share of our CommonStock 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 Warrantsare held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by us in all redemption scenarios and exercisableby the holders on the same basis as the Public Warrants. The Private Placement Warrants will not be redeemable by us so long as they are held by the initial purchasers orits permitted transferees, subject to certain exceptions. The Sponsor, or its permitted transferees, have the option to exercise the Private Placement Warrants on a cashlessbasis.

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

•in whole and not in part;

•at a price of $0.01 per Warrant;

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

•if, and only if, the last reported sale price of the shares of our Common Stock for any 20 trading days within a 30-trading day period commencing after the Warrantsbecome exercisable and ending three business days before we send the notice of redemption to the Warrant holders (which we refer to as the “Reference Value”)equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like).

If and when the Warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for saleunder all applicable state securities laws. However, we will not redeem the Warrants unless an effective registration statement under the Securities Act covering the sharesof our Common Stock issuable upon exercise of the Warrants is effective and a current prospectus relating to those shares of our Common Stock is available throughout the30-day redemption period.

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

•in whole and not in part;

•at $0.10 per Warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their Warrants on a cashless basisprior 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 ourCommon 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 PlacementWarrants 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 itsWarrants) as the outstanding Public Warrants, as described above.

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12 Months EndedStock-based Compensation Dec. 31, 2021Disclosure Of CompensationRelated Costs SharebasedPayments [Abstract]Stock-based Compensation

8. Stock-based Compensation

Equity Incentive Plan

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 vest over three to five years and are exercisable up to 10 years from the date of grant. Unvested options are forfeitedupon termination. Following the closing of the Merger, no further awards will 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 onthe 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 are exercisable up to 10 years from the date of grant. Themaximum number of shares of Common Stock that may be issued pursuant to the 2021 Plan is (i) 30,000,000 shares of Common Stock of the Company plus (ii) any sharesof Common Stock subject to stock options and other awards that were assumed in the Business Commination and expire or otherwise terminate without having beenexercised 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 theCompany due to failure to vest, with the maximum number of shares to be added to the 2021 Plan pursuant to clause (ii) equal to 12,760,600 shares of Common Stock. Asof December 31, 2021, 27,842,561 shares were available to grant under the 2021 Plan.

The following summarizes the Company’s stock option activity for the years ended December 31, 2021 and 2020:

Options Outstanding

Number of SharesWeighted Average

Exercise Price

Weighted-AverageRemaining Contractual

Term(in years)

Aggregate Intrinsic Value(in thousands)

Outstanding – December 31, 2019 7,738,866 $ 0.49 7.36 $ 5,848Granted 1,993,969 1.24Exercised (318,564) 0.40Cancelled (1,531,184) 0.93

Outstanding – December 31, 2020 7,883,087 0.59 6.83 $ 5,058Granted 3,761,109 7.93Exercised (158,129) 0.16Cancelled (1,458,973) 1.11

Outstanding – December 31, 2021 10,027,094 $ 3.28 7.23 $ 67,173Exercisable – December 31, 2020 5,063,856 $ 0.33 5.78 $ 4,592Exercisable – December 31, 2021 5,176,464 $ 0.46 5.33 $ 49,268

The aggregate intrinsic value is the fair market value on the reporting date less the exercise price for each option.

The aggregate intrinsic value of the options exercised was $0.8 million and $0.3 million during the years ended December 31, 2021 and 2020, respectively.

For options granted during the years ended December 31, 2021, and 2020, the weighted average estimated fair value was $4.79 and $0.72 per option, respectively.

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

Expected Term—Options granted generally vest over a period of 48 months and expire 10 years from date of grant. The Company uses the simplified method whencalculating expected term due to insufficient historical information.

Expected Volatility—Due to insufficient historical information the Company uses a blended approach when calculating expected volatility. The Company uses itshistoric data for the periods it has been publicly-traded and a benchmark of other comparable public companies’ volatility rates.

Expected Dividend Yield—The dividend yield used is zero as the Company does not have a history of paying dividends on its Common Stock and does notanticipate doing so in the foreseeable future.

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

The Company calculated the fair value of option grants on the respective dates of grant using the following weighted average assumptions:

Years endedDecember 31, December 31,

2021 2020OptionsRisk-free interest rate 1.19% 0.51%Expected term (in years) 6.08 6.06Expected dividend yield —% —%Expected volatility 66.56% 64.98%

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The following summarizes the Company’s employee RSU activity for the years ended December 31, 2021 and 2020:

Restricted Stock Units Outstanding

Number of SharesWeighted-Average

Grant-Date Fair Value(1)Outstanding – December 31, 2019 1,454,642 $ 8.78

Granted 384,692 3.25Cancelled (938,117) 6.51

Outstanding – December 31, 2020 901,217 $ 8.78Granted 932,123 7.93Released (28,982) 8.78Cancelled (6,884) 8.78

Outstanding – December 31, 2021 1,797,474 $ 8.34

(1) Weighted average grant-date fair values have been updated to reflect the impact of the modification to the RSUs discussed below.

RSUs granted generally include service vesting periods of one to four years. Certain awards granted under the 2015 Plan included vesting conditions related to thecompletion of a qualifying liquidity event and/or requirements related to the forfeiture of cash compensation.

In April 2021, the Board of Directors of the Company approved a modification that updated the terms of the awards such that the Business Combination would satisfy theliquidity event vesting condition for eight award recipients. Total incremental compensation costs resulting from the modification of these RSUs was $9.7 million, of which$8.4 million was recognized during the year ended December 31, 2021.

The following summarizes the Company’s employee RSAs activity for the year ended December 31, 2021:

Restricted Stock Awards Outstanding

Number of SharesWeighted-Average Grant-Date

Fair ValueOutstanding – December 31, 2020 — $ —

Granted 5,129,222 8.78Outstanding – December 31, 2021 5,129,222 $ 8.78

As of December 31, 2021, the only holder of RSAs was Mr. Wolff, the Company’s Executive Chairman. The RSAs held by Mr. Wolff vest over a 15-month periodfollowing the consummation of a qualifying transaction. For the five-year period prior to the grant of the RSAs, Mr. Wolff had not received any equity compensation fromthe Company other than RSUs issued in lieu of cash compensation. The RSAs include vesting acceleration provisions which would result in the award becoming fullyvested following a change in control event or upon death of the grantee. The Business Combination was determined to be the qualifying transaction that triggered thecommencement of the 15-month vesting period, resulting in the recognition of compensation expense for RSAs of $26.2 million for the year ended December 31, 2021.

Mr. Wolff is eligible to receive additional shares upon achievement of earn-out targets as discussed in Note 5 above. The Company recognized compensation expense of$5.1 million for these earn-out shares during the year ended December 31, 2021.

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

December 31, December 31,(In thousands) 2021 2020Cost of revenue $ 92 $ 109Research and development 446 249Sales and marketing 814 45General and administrative 41,766 1,888

Total stock-based compensation expense $ 43,118 $ 2,291

As of December 31, 2021, there was approximately $47.8 million of unrecognized stock-based compensation cost, which is expected to be recognized over an averageperiod of 1.9 years.

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12 Months EndedNet Loss Per Share Dec. 31, 2021Earnings Per Share[Abstract]Net Loss Per Share 9. Net loss per Share

The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders for the twelve months ended December 31,2021 and 2020:

Year ended December 31,(In thousands, except share and per share data) 2021 2020Numerator:

Net loss attributable to common stockholders $ (81,508) $ (20,926)Denominator:

Weighted average shares outstanding, basic and diluted 113,184,357 100,114,664Basic and diluted net loss per share $ (0.72) $ (0.21)

The basic and diluted net loss per share for the twelve months ended December 31, 2021, which has been computed to give effect to the conversion of the Old Sarcos ClassB common stock and all convertible preferred shares into Old Sarcos Class A common stock as though the conversion had occurred as of the beginning of the period or theoriginal date of issuance, if later.

Basic and diluted net loss per share attributable to common stockholders is the same for the twelve months ended December 31, 2021 and 2020, as the inclusion of potentialshares of Common Stock would have been anti‑dilutive for the periods presented.

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

As of December 31,2021 2020

Outstanding warrants 20,549,468 1,282,306Outstanding restricted stock awards 5,129,222 —Outstanding stock options and restricted stock units 11,824,568 8,784,304Outstanding earnout shares 28,125,000 —Total anti-dilutive securities 65,628,258 10,066,610

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12 Months EndedIncome Taxes Dec. 31, 2021Income Tax Disclosure[Abstract]Income Taxes 10. Income taxes

Loss before provision for income taxes was $81.5 million and $20.9 million for the years ended December 31, 2021 and 2020, respectively, all of which was generated inthe United States. The Company's provision for income taxes consists of the following:

Years Ended December 31,(In thousands) 2021 2020Current:

Federal $ — $ —State (1) (1)

Total current (1) (1)Deferred:

Federal (16,377) (4,142)State (3,948) (1,144)Change in valuation allowance 20,325 5,286

Total deferred — —Total provision for income taxes $ (1) $ (1)

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

Years Ended December 31,(In thousands) 2021 2020Statutory federal income tax rate 21.0% 21.0%State tax provision 3.7 3.7Change in valuation allowance (24.9) (25.3)Research credits 0.7 3.0Permanent differences (0.3) (2.4)Other (0.2) —

Total provision for income taxes 0.0% 0.0%

As of December 31, 2021 and 2020, the net deferred tax asset consisted of the following:

December 31,(In thousands) 2021 2020Deferred tax assets:

Accrued expenses $ 1,050 $ 192Stock compensation 11,094 479Research credits 2,486 1,939Net operating loss carryforwards 22,393 12,838

Total gross deferred tax assets 37,023 15,448Less valuation allowance (35,476) (15,151)Total deferred tax assets 1,547 297Deferred tax liabilities:

Property and equipment (1,547) (297)Total deferred tax liabilities (1,547) (297)Net deferred tax asset $ — $ —

Valuation allowances are established when necessary to reduce deferred tax assets, including temporary differences and net operating loss carryforwards, to the amountexpected to be realized in the future. FASB guidance indicates that forming a conclusion that a valuation allowance is not needed is difficult when there is negativeevidence such as cumulative losses in recent years. The Company had cumulative losses from continuing operations in the United States for the three-year period endedDecember 31, 2021. The Company considered this negative evidence along with all other available positive and negative evidence and concluded that, at December 31,2021, it is more likely than not that the Company’s U.S. deferred tax assets will not be realized. As of December 31, 2021, a valuation allowance has been recorded on theCompany’s deferred tax assets to recognize only the proportion of the deferred tax asset that is more likely than not to be recognized. The Company’s total valuationallowance was $35.5 million at December 31, 2021 and $15.2 million at December 31, 2020. The Company’s valuation allowance increased $20.3 million and $5.3 millionduring the fiscal years ended December 31, 2021 and 2020, respectively. A reconciliation of the beginning and ending amount of the valuation allowance is as follows:

December 31,(In thousands) 2021 2020Valuation allowance at beginning of year $ 15,151 $ 9,865Change in valuation allowance 20,325 5,286Valuation allowance at end of year $ 35,476 $ 15,151

As of December 31, 2021, the Company had cumulative federal net operating losses of approximately $90.1 million. Of these losses, $5.9 million were generated in 2015through 2017, prior to the Tax Cuts and Jobs Act enactment, and will begin expiring from 2035 to 2037 if not utilized. The remaining net operating losses have an indefinitecarryforward period. As of December 31, 2020, the Company had cumulative federal net operating losses of approximately $51.2 million.

As of December 31, 2021, the Company had a $3.9 million deferred tax asset related to a federal research and development credit carryforward. This credit has been offsetby a liability for unrecognized tax benefits of $1.9 million. If not utilized, the credits will expire beginning in 2035 through 2041. As of December 31, 2020, the Companyhad a $3.0 million deferred tax asset related to a federal research and development credit carryforward.

As of December 31, 2021, the Company had cumulative state net operating losses of approximately $89.1 million. Of the total state net operating losses, approximately$88.8 million is attributable to Utah. Utah law allows unused net operating losses arising in tax years beginning after December 31, 2017 to be carried forward indefinitely.Of the total $88.8 million of Utah net operating losses, $82.5 million are carried forward indefinitely, and the remaining net operating losses will expire beginning in 2035through 2037. The remaining state net operating loss carryforwards are attributable to various other states with varying

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expiration periods. As of December 31, 2020, the Company had cumulative state net operating losses of approximately $53.6 million. Of the total state net operating losses,approximately $53.5 million is attributable to Utah.

As of December 31, 2021, the Company had a $1.4 million deferred tax asset related to Utah research and development credits carryforward. This credit has been offset bya liability for unrecognized tax benefits of $0.7 million. If not utilized, the credits will expire beginning in 2029 through 2035. As of December 31, 2020, the Company hada $1.1 million deferred tax asset related to a Utah research and development credit carryforward. This credit has been offset by a liability for unrecognized tax benefits of$0.6 million.

ASC Topic 740-10-05 requires that the impact of a tax position be recognized in the financial statements if that position is more likely than not of being sustained on audit,based on the technical merits of the position. As of December 31, 2021, the Company had a $2.6 million liability for unrecognized tax benefits, all of which is nettedagainst deferred tax assets for related carryforward credits. As of December 31, 2020, the Company had a $2.1 million liability for unrecognized tax benefits, all of which isnetted against deferred tax assets for related carryforward credits. The Company expects no material changes to the liability for unrecognized tax benefits in the next 12months. Interest and penalties associated with uncertain tax positions are recorded as a component of income tax expense. There would be no impact to the Company’seffective rate if the unrecognized tax benefits were recognized. A reconciliation of the beginning and ending amounts of unrecognized benefits is as follows:

Years ended December 31,(In thousands) 2021 2020Unrecognized tax benefits at the beginning of year $ 2,054 $ 1,388Gross increases – current year tax positions 580 666Unrecognized tax benefits at end of year $ 2,634 $ 2,054Interest and penalties in year-end balance $ — $ —

The Company files U.S. and various state tax returns in jurisdictions with various statutes of limitation. As of December 31, 2021, the tax returns for fiscal year 2016through fiscal year 2020 remain subject to examination. Annual tax provisions include amounts considered necessary to pay assessments that may result from examinationof prior year tax returns; however, the amount ultimately paid upon resolution of issues may differ materially from the amount accrued. As of December 31, 2021, there areno income tax returns currently under audit.

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12 Months EndedCommitments andContingencies Dec. 31, 2021

Commitments AndContingencies Disclosure[Abstract]Commitments andContingencies

11. Commitments and Contingencies

Legal Proceedings

The Company may be involved in various claims, lawsuits, investigations, and other proceedings, in the normal course of business. The Company accrues a liability whenmanagement believes information available prior to the issuance of the consolidated financial statements indicates it is probable a loss has been incurred as of the date ofthe financial statements and the amount of loss can be reasonably estimated. The Company adjusts its accruals to reflect the impact of negotiations, settlements, rulings,advice of legal counsel and other information and events pertaining to a particular case. Legal costs are expensed as incurred. The Company has recorded an accrual of $0.5million as of December 31, 2021, related to estimated settlements for ongoing legal claims. The Company did not record any material loss contingency in the balance sheetas of December 31, 2020.

Indemnifications

In the ordinary course of business, the Company may provide indemnifications of varying scope and terms to investors, directors, officers, employees, customers or vendorswith 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 intellectualproperty infringement claims made by third parties. These indemnifications may survive termination of the underlying agreement and the maximum potential amount offuture payments the Company could be required to make under these indemnification provisions may not be subject to maximum loss clauses. The maximum potentialamount of future payments the Company could be required to make under these indemnification provisions is indeterminable. The Company has never paid a materialclaim, nor has the Company been involved in litigation in connection with these indemnification arrangements. As of December 31, 2021 and 2020, the Company has notaccrued a liability for these indemnifications as the likelihood of incurring a payment obligation, if any, in connection with these indemnifications is not probable orreasonably 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 toDecember 31, 2021, are as follows:

(In thousands) Operating Leases2022 $ 1,2792023 9702024 1,3232025 1,3602026 1,3972027 and thereafter 9,919

Total $ 16,248

Rent expense related to noncancelable operating leases totaled $1.4 million and $0.3 million for the years ended December 31, 2021 and 2020, respectively. One of theoperating leases includes two three-year renewal options.

Capital Leases

The Company leases equipment under agreements expiring at various times during the next three years. The Company has recorded the capital lease obligation within itsconsolidated balance sheets. Future minimum rental payments under the noncancelable capital leases, subsequent to December 31, 2021, are as follows:

(In thousands) Capital Leases2022 $ 982023 42024 4Minimum lease payment including interest 106Amount representing interest (4)Minimum lease payments excluding interest $ 102

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 licensesto 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 December 31, 2021, theCompany has an unconditional purchase commitment with Palantir as detailed in the table below:

(In thousands)Annual Service

Payments2022 $ —2023 8,0002024 8,0002025 10,0002026 10,000Total $ 36,000

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12 Months EndedSegment Information Dec. 31, 2021Segment Reporting[Abstract]Segment Information 12. Segment information

The Company’s Chief Executive Officer (“CEO”) is the Chief Operating Decision Maker(“CODM”). The CODM allocates resources and makes operating decisions based on financialinformation presented on a consolidated basis. The profitability of the Company’s product groupis not a determining factor in allocating resources and the CODM does not evaluate profitabilitybelow the level of the consolidated company. Accordingly, the Company has determined that ithas a single reportable segment and operating segment structure.

The Company’s revenue is derived primarily from U.S. customers. During the year endedDecember 31, 2021 and 2020, the Company had no material revenue earned from customerslocated outside the United States.

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

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12 Months EndedRelated Party Transactions Dec. 31, 2021Related Party Transactions[Abstract]Related Party Transactions 13. Related Party Transactions

As of December 31, 2020, the Company held a controlling interest of 79% in Zepto. Theremaining 21% of Zepto was held by MLC 401k Trust for the benefit of the Company’s ChiefLegal Officer. On February 16, 2021, Old Sarcos acquired the non-controlling interest’s shares inZepto for a purchase price of $0.2 million making Zepto a wholly-owned subsidiary of theCompany.

During the year ended December 31, 2020, the Company entered into an agreement with one ofits investors, Delta Air Lines, Inc., to provide demonstration services. The Company recognized$0.1 million of revenue related to these services during the year ended December 31, 2020. Norevenue was recognized for the year ended December 31, 2021.

On April 4, 2021, the Company entered into an agreement with Palantir as described above.Pursuant to that agreement, the Company committed to access software products and utilizeservices from Palantir over the next six years for a total cost of $42.0 million. The software andservices are an integral part of the Company’s plans to provide Robots as a Service uponcommercialization of the Company’s Guardian XO and XT robotic systems. Palantir was aninvestor in the PIPE Financing. The Company recognized $2.2 million in sales and marketingexpenses, related to services provided by Palantir during the year ended December 31, 2021. TheCompany had a prepaid expense balance of $3.6 million related to the Palantir contract as ofDecember 31, 2021.

On May 16, 2021, the Company entered into an agreement with Sparks Marketing Corp. to beginthe construction of an experiential marketing mobile display to be used for demonstrations ofCompany products at prospective customer locations as well as other marketing anddemonstration events. Negotiations of this agreement involved an account executive at SparksMarketing Corp. who is the brother-in-law of Mr. Wolff, our former CEO and current ExecutiveChairman of the Board. The Company recognized $0.8 million related to costs capitalized toconstruction in progress for the experiential mobile display for the period ended December 31,2021.

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12 Months EndedEmployee Benefits Dec. 31, 2021Compensation AndRetirement Disclosure[Abstract]Employee Benefits

14. Employee Benefits

The Company has a defined contribution 401(k) plan covering substantially all employees. Theplan allows employees to defer up to 100% of their employment income (subject to annualcontribution limits imposed by the I.R.S.) after all taxes and applicable benefit deductions. TheCompany did not provide matching contributions for the employee contributions to the planduring the years ended December 31, 2021 and 2020; and no amounts have been accrued as ofDecember 31, 2021 and 2020.

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12 Months EndedSubsequent Events Dec. 31, 2021Subsequent Events[Abstract]Subsequent Events 15. Subsequent events

On March 28, 2022, the Company filed a current report on form 8-K and press releaseannouncing that the Company had reached a definitive agreement to acquire RE2, Inc., aPittsburgh, PA based developer of manipulator arms with human-like performance, intuitiverobot interfaces, and advanced autonomy capabilities for use in any environment. The aggregateconsideration for the acquisition of RE2 will be approximately $100.0 million, subject tocustomary purchase price adjustments for cash, net working capital and indebtedness. Theconsideration for the acquisition of RE2 will be comprised of approximately $30.0 million incash, which the Company expects to fund with cash on hand, and approximately $70.0 million inshares of the Company's common stock. The number of shares of common stock to be issued inthe acquisition of RE2 will be based on the volume weighted-average price per share over a10-day trading period ending on the third business day prior to the closing and is subject to acollar, with a floor of $5.00 per share and a ceiling of $9.00 per share. The acquisition of RE2 issubject to certain customary and other closing conditions, and is expected to close during thesecond quarter of 2022.

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12 Months EndedBasis of Presentation andSummary of Significant

Accounting Policies (Policies) Dec. 31, 2021

Accounting Policies[Abstract]Description of the Business Description of the Business

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

Business Combination Business Combination

On September 24, 2021 (the “Closing Date”), the Company consummated a business combination (the “Business Combination”) pursuant to the terms of the Agreementand Plan of Merger, dated as of April 5, 2021, by and among Rotor Acquisition Corp. (“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 andOld Sarcos. Pursuant to the terms of the Merger Agreement, the Business Combination between the Company and Old Sarcos was effected through the merger of MergerSub 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 ClosingDate, Rotor changed its name 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 Sarcoswere 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 SarcosCommon 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) theright 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 certainmilestones (the “Contingent Merger Consideration”), as described below;

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

In addition, each holder of Old Sarcos capital stock (including any Old Sarcos RSAs) was entitled to a right to Contingent Merger Consideration at the Closing Date in theform 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 aprice 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 onthe New York Stock Exchange and began trading on The Nasdaq Global Market (“Nasdaq”) as “STRC” and “STRCW”, respectively.

Basis of Presentation andConsolidation

Basis of Presentation and Consolidation

The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The consolidatedfinancial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated inconsolidation. Certain prior year amounts have been reclassified to conform to current year presentation. The Company’s fiscal year begins on January 1 and ends onDecember 31.

COVID-19 Pandemic COVID-19 Pandemic

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 operationsbecause of the COVID-19 pandemic and the Company continues to monitor its operations and government recommendations. Travel restrictions and capacity limits atcustomer locations imposed in response to the COVID-19 pandemic continue to cause delays in the assessment and deployment of the Company’s products. Although it iswidely 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-19pandemic will have on its financial condition and operations. The impact of the COVID-19 pandemic on the Company’s financial performance will depend on futuredevelopments, including the duration and spread of the outbreak and related governmental advisories and restrictions. If the financial markets and/or the overall economycontinue to be impacted for an extended period, the Company’s operations and financial results may be adversely affected.

Use of EstimatesUse of Estimates

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

Liquidity and CapitalResources Liquidity and Capital Resources

Cash and cash equivalents were $217.1 million as of December 31, 2021, compared to $33.7 million as of December 31, 2020. The Company has historically incurredlosses and negative cash flows from operations. As of December 31, 2021, the Company also had an accumulated deficit of approximately $145.5 million and workingcapital of $222.2 million.

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

On September 24, 2021, the Company completed the Business Combination and raised net cash proceeds of $228.8 million, net of transaction costs. The Company believesit has sufficient financial resources for at least the next 12 months from the date of this Report.

Concentration of Credit RiskConcentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash, cash equivalents, accounts receivable and unbilled receivables.The Company’s cash is placed with high-credit-quality financial institutions and issuers, and at times exceed federally insured limits. The Company has not experiencedany losses relating to its cash equivalents.

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

Accounts receivable

As of December 31, 2021, one of our customers accounted for more than 10% of the Company’s accounts receivable, which in total represented 81% of the accountsreceivable as of the end of the year. As of December 31, 2020, five customers each accounted for more than 10% of the Company’s accounts receivable, which in totalrepresented 97% of the accounts receivable as of the end of the year.

Revenue

Five and three customers accounted for more than 10% of the Company’s revenue for each of the years ended December 31, 2021 and 2020, respectively. Theseconcentrations accounted for 87% and 64% of revenue for the years ended December 31, 2021 and 2020, respectively. The total amount of revenue for each such customerwas as follows:

(In thousands) 2021 2020Customer A $ 1,685 $ 2,222Customer B 630 2,156Customer C *NM 1,066Customer D 928 *NMCustomer E 602 *NMCustomer F 555 *NM

*NM - Not meaningful as the customer’s related revenue was less than 10% of the Company’s revenue for the respective year.Cash and Cash Equivalents Cash and Cash Equivalents

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

Accounts ReceivableAccounts Receivable

Receivables are recorded at the amount the Company expects to collect. Management determines the need for an allowance for doubtful receivables using a specificidentification method after taking into account all of its remedies for collection. Account balances are charged off against the allowance after all means of collection havebeen exhausted and the potential for recovery is considered remote. Recoveries of receivables previously written off are recorded when payment is received as otherincome. Management determined no allowance for doubtful receivables was necessary as of December 31, 2021 and 2020. Receivables are comprised of amounts invoicedfor completed contracts and contracts in progress. As of December 31, 2021 and 2020, no amounts have been written off or provided for recoverability.

InventoriesInventories

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

Property and EquipmentProperty and Equipment

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

Useful lifeRobotics and manufacturing equipment 1 – 10 yearsComputer equipment 3 – 5 yearsSoftware 3 yearsFurniture and fixtures 3 yearsLeasehold improvements Lesser of the useful life or the

remaining term of the lease

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

Impairment of Property andEquipment Impairment of Property and Equipment

The Company evaluates on an annual basis its property and equipment for indicators of possible impairment when events or changes in circumstances indicate the carryingamount of an asset may not be recoverable. Impairment exists if the carrying amounts of such assets exceed the estimates of future net undiscounted cash flows expected tobe generated by such assets. No impairment loss was recognized during the years ended December 31, 2021 and 2020.

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Revenue Recognition Revenue RecognitionThe 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 researchand development services that are fully funded by the customer. The Company recognizes revenue when promised goods or services are transferred to customers in anamount 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 eachparty’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 contracthas commercial substance and (iii) the Company determines that collection of substantially all consideration for products and services that are transferred is probable basedon 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 theproject. 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 capableof 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 orcapability. However, determining whether products or services are considered distinct performance obligations that should be accounted for separately may requiresignificant judgment.

3) Determine the transaction price: The transaction price is determined based on the consideration to which the Company will be entitled to in exchange for transferringgoods or services to the customer. Such amounts are typically stated in the customer contract. However, to the extent that the Company identifies variable consideration, theCompany 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 revenuerecognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The Company’s current contracts do not include anysignificant financing components because the timing of the transfer of the underlying products and services under contract are at the customers’ discretion. Additionally, theCompany does not adjust the promised amount of consideration for the effects of a significant financing component if the Company expects, at contract inception, that theperiod 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. Taxescollected 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 allocatedto 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) orservice(s) to the customer. If applicable, the Company allocates the transaction price to each performance obligation identified in the contract on a relative standaloneselling price basis. The standalone selling price represents the amount we would sell the good(s) or service(s) to a customer on a standalone basis. For the governmentcontracts, the Company uses expected cost plus a margin as standalone selling price. Because our contract pricing with the government customer is based on expected costplus margin the standalone selling price of the good(s) or service(s) in our contracts with the government customer are typically equal to the selling price stated in thecontract. When we sell standard good(s) or service(s) with observable standalone sale transactions, the observable standalone sales transactions are used to determine thestandalone selling price.

5) Recognize revenue when or as the Company satisfies a performance obligation: For each performance obligation identified, we determine at contract inception whetherwe 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 theCompany is entitled to the reimbursement of costs plus a reasonable profit for work performed for which the Company has no alternate use. For these performanceobligations, the Company generally recognizes revenue using an input method with revenue amounts being recognized proportionately as costs are incurred relative to thetotal expected costs to satisfy the performance obligation. The Company believes that costs incurred as a portion of total estimated costs is an appropriate measure ofprogress towardssatisfaction of the performance obligation since this measure reasonably depicts the progress of the work effort. Revenue for performance obligations that are notrecognized over time are recognized at the point in time when control transfers to the customer (which is generally upon delivery). For performance obligations that aresatisfied at a point in time, the Company evaluates the point in time when the customer can direct the use of, and obtain the benefits from, the products and services.Shipping and handling costs are recorded at the time of product shipment to the customer and are included within revenue.

Revenues from Contracts with Customers

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

Research and Development Services

Cost-type contracts – Research, development and/or testing service contracts, including cost-plus-fixed-fee and time and material contracts, relate primarily to thedevelopment of technology in the areas of robotics, artificial intelligence and unmanned systems. Cost-type contracts are generally entered into with the U.S. government.These contracts are billed at cost plus a margin as defined by the contract and Federal Acquisition Regulation (“FAR”). The FAR establishes regulations aroundprocurement by the government and provides guidance on the types of costs that are allowable in establishing prices for goods and services delivered under governmentcontracts. 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 developmentcontracts generally require a significant service of integrating a complex set of tasks and components into a single deliverable. Revenue on fixed-price contracts is generallyrecognized 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 couldincur a loss. The Company will recognize losses at the contract level in earnings in the period in which they are incurred.

Product Revenue

Product revenues relate to sales of the Company’s Guardian S and Guardian HLS products, and certain miscellaneous parts, accessories and repair services. The Companyprovides a limited one-year warranty on product sales. Product warranties are considered assurance-type warranties and are not considered to be separate performanceobligations. Revenue on product sales is recognized at the point in time when ownership of the goods is transferred, generally at the time of shipment to the customer. Atthe time revenue is recognized, an accrual is established for estimated warranty expenses based on historical experience as well as anticipated product performance.

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

December 31,(In thousands) 2021 2020Research and Development Services $ 3,584 $ 6,811

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Product Revenue 1,491 2,002Revenue, net $ 5,075 $ 8,813

Contract Balances

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

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

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

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

(In thousands)Accountsreceivable

Unbilledreceivable

Contract assets(current)

Contract assets(long-term)

Deferredrevenue(current)

Opening Balance as of December 31, 2019 $ 916 $ 868 $ 195 $ 110 $ 200Increase/(decrease), net 135 (649) (102) (17) (143)Ending Balance as of December 31, 2020 1,051 219 93 93 57Increase/(decrease), net (263) 2 1 (57) (27)Ending Balance as of December 31, 2021 $ 788 $ 221 $ 94 $ 36 $ 30

The Company recorded its current contract assets, long-term contract assets and current deferred revenue within prepaid expenses and other current assets, othernon-current assets, and accrued liabilities, respectively. For the deferred revenue balance, during the years ended December 31, 2021 and 2020, the Company recognizedrevenue of $0.1 million and $0.2 million, respectively, in the consolidated statements of operations and comprehensive loss.

Remaining performance obligations

As of December 31, 2021, the Company had backlog, or revenue related to remaining performance obligations, of $1.8 million. We expect that all of this backlog will berecognized in 2022.

Research and DevelopmentCosts Research and Development Costs

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

Sales and Marketing Costs

The Company expenses advertising costs as incurred. Marketing costs include product demonstration, customer service, lead generation, public relations, market researchand internal labor in the consolidated statements of operations and comprehensive loss.

Stock-Based CompensationStock-Based Compensation

The Company calculates the fair value of all stock-based awards, including stock options and restricted stock awards on the date of grant. The Company values stockoptions using the Black-Scholes option-pricing model, which requires the use of a number of assumptions, including expected volatility, expected life, risk-free interest rateand expected dividends. The stock-based compensation expense is recognized on a straight-line basis over the requisite service periods of the awards, which is generallyfour years. The Company records forfeitures as they occur.

Income TaxesIncome Taxes

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

Recently Adopted and IssuedAccounting StandardPronouncements

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 accountingpronouncements applicable to public companies until such pronouncements are applicable to private companies. The Company has elected to use this extended transitionperiod 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 Financial Accounting Standards Board (“FASB”) issued ASU 2016-02 regarding Accounting Standards Codification (“ASC”) 842 Leases. Theamendments in this guidance require balance sheet recognition of lease assets and lease liabilities by lessees for leases classified as operating leases, with an optional policyelection 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 qualitativeand quantitative requirements, providing additional information about the amounts recorded in the consolidated financial statements. The amendments require a modifiedretrospective approach with optional practical expedients. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements. ASU 2018-11provides entities another option for transition, allowing entities to not apply the new standard in the comparative periods they present in their consolidated financialstatements 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): EffectiveDates for Certain Entities (“ASU 2020-05”). The update defers the initial effective date of ASU 2016-02 by one year for private companies and private non-for-profits. Forthese entities, the effective date is for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. TheCompany 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 inthe process of evaluating the impact adopting ASC 842 will have on its consolidated financial statements and related disclosures.

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In June 2016, the FASB Issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The newstandard requires financial assets measured at amortized cost be presented at the net amount expected to be collected, through an allowance for credit losses that is deductedfrom the amortized cost basis. The standard will be effective for the Company beginning January 1, 2023, with early application permitted. The Company does not expectadoption of this new guidance to have a material impact on its results of operations, financial condition and financial statement disclosures.

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 isintended to simplify the accounting for income taxes by removing certain exceptions to the general principles and to simplify areas such as franchise taxes, step up in taxbasis goodwill, separate entity financial statements and interim recognition of enactment of tax laws or rate changes. The ASU is effective for the Company beginningJanuary 1, 2022. The Company does not expect the adoption of this standard to have a material impact on its consolidated financial statements.

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12 Months EndedBasis of Presentation andSummary of Significant

Accounting Policies (Tables) Dec. 31, 2021

Accounting Policies[Abstract]Schedule of Total Amount ofRevenue

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

(In thousands) 2021 2020Customer A $ 1,685 $ 2,222Customer B 630 2,156Customer C *NM 1,066Customer D 928 *NMCustomer E 602 *NMCustomer F 555 *NM

*NM - Not meaningful as the customer’s related revenue was less than 10% of the Company’s revenue for the respective year.Schedule of Estimated UsefulLives by Asset

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

Useful lifeRobotics and manufacturing equipment 1 – 10 yearsComputer equipment 3 – 5 yearsSoftware 3 yearsFurniture and fixtures 3 yearsLeasehold improvements Lesser of the useful life or the

remaining term of the lease

Summary of the Total Amountof Revenue for Each SuchCustomer

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

December 31,(In thousands) 2021 2020Research and Development Services $ 3,584 $ 6,811Product Revenue 1,491 2,002

Revenue, net $ 5,075 $ 8,813

Summary of Opening andClosing Balances of OurAccounts Receivable, UnbilledReceivables, Contract Assetsand Deferred Revenues

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

(In thousands)Accountsreceivable

Unbilledreceivable

Contract assets(current)

Contract assets(long-term)

Deferredrevenue(current)

Opening Balance as of December 31, 2019 $ 916 $ 868 $ 195 $ 110 $ 200Increase/(decrease), net 135 (649) (102) (17) (143)Ending Balance as of December 31, 2020 1,051 219 93 93 57Increase/(decrease), net (263) 2 1 (57) (27)Ending Balance as of December 31, 2021 $ 788 $ 221 $ 94 $ 36 $ 30

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12 Months EndedFair Value Measurements(Tables) Dec. 31, 2021

Fair Value Disclosures[Abstract]Schedule Of Assets andLiabilities Measured At FairValue 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 December 31, 2021(In thousands) Level 1 Level 2 Level 3 Fair ValueLiabilities:

Warrant liability $ — $ — $ 13,701 $ 13,701Total liabilities $ — $ — $ 13,701 $ 13,701

As of December 31, 2020(In thousands) Level 1 Level 2 Level 3 Fair ValueAssets:Cash equivalents:

Money market funds $ 31,726 $ — $ — $ 31,726Total assets $ 31,726 $ — $ — $ 31,726

Schedule of Changes in FairValue of Level 3 Warrants The table below sets forth a summary of changes in the fair value of the Company’s Level 3 warrants for the year ended December 31, 2021:

(In thousands)Balance at December 31, 2020 $ —

Initial recognition of warrants 8,774Increase in fair value of warrants 4,927

Balance at December 31, 2021 $ 13,701

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12 Months EndedBalance Sheet Components(Tables) Dec. 31, 2021

Organization ConsolidationAnd Presentation OfFinancial Statements[Abstract]Inventories, Net Inventories, net

Inventories, net consist of the following:

(In thousands) December 31, 2021 December 31, 2020Raw materials $ 458 $ 516Work-in-process 41 100Finished goods, net 507 91

Total inventories $ 1,006 $ 707

Prepaid expenses and othercurrent assets

Prepaid expenses and other current assets

Prepaid expenses and other current assets consist of the following:

(In thousands) December 31, 2021 December 31, 2020Prepaid insurance $ 4,786 $ 34Software 4,144 287Other prepaid expense 171 279Other assets 101 93

Total prepaid expenses and other current assets $ 9,202 $ 693

Summary of Estimated UsefulLives by Asset Classification

Property and equipment, net

Property and equipment, net consist of the following:

(In thousands) December 31, 2021 December 31, 2020Robotics and manufacturing equipment $ 876 $ 659Leasehold improvements 3,890 154Computer equipment 1,270 568Capital leased computer equipment 271 386Software 355 359Other fixed assets 753 147Construction in progress 872 141

Property and equipment, gross 8,287 2,414Accumulated depreciation and amortization (1,236) (989)

Property and equipment, net $ 7,051 $ 1,425

Accrued liabilities Accrued liabilities

Accrued liabilities consist of the following:

(In thousands) December 31, 2021 December 31, 2020Payroll and related costs $ 2,511 $ 934Consulting and professional services 406 125Legal accrual 520 —Other current liabilities 1,043 196

Total accrued liabilities $ 4,480 $ 1,255

Other non-current liabilities Other non-current liabilities

Other non-current liabilities consist of the following:

(In thousands) December 31, 2021 December 31, 2020Payroll and related costs $ — $ 286Capital leases and other 7 240Deferred rent 1,992 —

Total other non-current liabilities $ 1,999 $ 526

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12 Months EndedNotes Payable (Tables) Dec. 31, 2021Debt Disclosure [Abstract]Summary of Notes Payable Notes payable consisted of the following:

(In thousands)December 31,

2021December 31,

2020First PPP loan $ — $ 2,394Total Notes payable — 2,394Less: Notes payable, current portion — 1,328Notes payable, net of current portion $ — $ 1,066

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12 Months EndedReverse Recapitalization(Tables) Dec. 31, 2021

Business Combination andAsset Acquisition [Abstract]Schedule of Merger to theConsolidated Statement ofCash Flows and ConsolidatedStatement of Stockholders'Equity

The following table reconciles the elements of the Merger to the consolidated statements of cash flows and the consolidated statements of stockholders’ equity for the yearended December 31, 2021:

(In thousands) RecapitalizationCash proceeds from Rotor, net of redemptions and transaction expenses $ 25,359Cash proceeds from PIPE Financing 220,000Less: Cash payment of transaction expenses - Sarcos (16,571)Net Cash proceeds from Merger and PIPE financing 228,788Less: Warrant liabilities assumed (8,774)Less: Other non-cash net assets assumed 40Less: Unpaid and previously expensed Merger transaction costs (148)Net contributions from recapitalization $ 219,906

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

Number of SharesRotor Class A Common Stock, outstanding prior to Merger 27,600,000Rotor Class B Common Stock, outstanding prior to Merger 6,405,960Class A common stock issued to PIPE Investors 22,000,000Less: redemption of Rotor Common Stock (23,479,970)Total shares from Merger and PIPE financing 32,525,990Recapitalization of Old Sarcos common stock into Class A common stock1 105,063,285Total shares of Common Stock immediately after the Effective Time 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 outstandingimmediately prior to the closing of the Business Combination, which are presented net of the Common and Preferred Stock redeemed, converted at the Exchange Ratio of5.129222424. This excludes a restricted stock award for 5,129,222 shares that was unvested as of the date of the Merger. All fractional shares were rounded down.

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12 Months EndedWarrants (Tables) Dec. 31, 2021Schedule of QuantitativeInformation RegardingAssumptions Used inBinomial lattice Model

The Company calculated the fair value of option grants on the respective dates of grant using the following weighted average assumptions:

Years endedDecember 31, December 31,

2021 2020OptionsRisk-free interest rate 1.19% 0.51%Expected term (in years) 6.08 6.06Expected dividend yield —% —%Expected volatility 66.56% 64.98%

Private Placement WarrantsSchedule of QuantitativeInformation RegardingAssumptions Used inBinomial lattice Model

The following table provides quantitative information regarding assumptions used in the binomial lattice model to determine the fair value of the Private PlacementWarrants:

December 31, 2021September 24, 2021

(Closing Date)Stock price $ 9.98 $ 10.05Term (in years) 0.06 0.32Implied volatility 30.3% 18.9%Risk-free rate 1.22% 1.0%Dividend yield 0.0% 0.0%

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12 Months EndedStock-based Compensation(Tables) Dec. 31, 2021

Disclosure Of CompensationRelated Costs SharebasedPayments [Abstract]Schedule of Stock OptionsActivity

The following summarizes the Company’s stock option activity for the years ended December 31, 2021 and 2020:

Options Outstanding

Number of SharesWeighted Average

Exercise Price

Weighted-AverageRemaining Contractual

Term(in years)

Aggregate Intrinsic Value(in thousands)

Outstanding – December 31, 2019 7,738,866 $ 0.49 7.36 $ 5,848Granted 1,993,969 1.24Exercised (318,564) 0.40Cancelled (1,531,184) 0.93

Outstanding – December 31, 2020 7,883,087 0.59 6.83 $ 5,058Granted 3,761,109 7.93Exercised (158,129) 0.16Cancelled (1,458,973) 1.11

Outstanding – December 31, 2021 10,027,094 $ 3.28 7.23 $ 67,173Exercisable – December 31, 2020 5,063,856 $ 0.33 5.78 $ 4,592Exercisable – December 31, 2021 5,176,464 $ 0.46 5.33 $ 49,268

Schedule of Fair Value ofOption Grants

The Company calculated the fair value of option grants on the respective dates of grant using the following weighted average assumptions:

Years endedDecember 31, December 31,

2021 2020OptionsRisk-free interest rate 1.19% 0.51%Expected term (in years) 6.08 6.06Expected dividend yield —% —%Expected volatility 66.56% 64.98%

Summary of RSU and RSAsActivity

The following summarizes the Company’s employee RSU activity for the years ended December 31, 2021 and 2020:

Restricted Stock Units Outstanding

Number of SharesWeighted-Average

Grant-Date Fair Value(1)Outstanding – December 31, 2019 1,454,642 $ 8.78

Granted 384,692 3.25Cancelled (938,117) 6.51

Outstanding – December 31, 2020 901,217 $ 8.78Granted 932,123 7.93Released (28,982) 8.78Cancelled (6,884) 8.78

Outstanding – December 31, 2021 1,797,474 $ 8.34

(1) Weighted average grant-date fair values have been updated to reflect the impact of the modification to the RSUs discussed below.

The following summarizes the Company’s employee RSAs activity for the year ended December 31, 2021:

Restricted Stock Awards Outstanding

Number of SharesWeighted-Average Grant-Date

Fair ValueOutstanding – December 31, 2020 — $ —

Granted 5,129,222 8.78Outstanding – December 31, 2021 5,129,222 $ 8.78

Schedule of Stock BasedCompensation Expense

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

December 31, December 31,(In thousands) 2021 2020Cost of revenue $ 92 $ 109Research and development 446 249Sales and marketing 814 45General and administrative 41,766 1,888

Total stock-based compensation expense $ 43,118 $ 2,291

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12 Months EndedNet Loss Per Share (Tables) Dec. 31, 2021Earnings Per Share[Abstract]Schedule of Basic and DilutedNet 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 twelve months ended December 31,

2021 and 2020:

Year ended December 31,(In thousands, except share and per share data) 2021 2020Numerator:

Net loss attributable to common stockholders $ (81,508) $ (20,926)Denominator:

Weighted average shares outstanding, basic and diluted 113,184,357 100,114,664Basic and diluted net loss per share $ (0.72) $ (0.21)

Schedule of Shares Excludedfrom Computation of DilutedNet Loss Per Share

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

As of December 31,2021 2020

Outstanding warrants 20,549,468 1,282,306Outstanding restricted stock awards 5,129,222 —Outstanding stock options and restricted stock units 11,824,568 8,784,304Outstanding earnout shares 28,125,000 —Total anti-dilutive securities 65,628,258 10,066,610

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12 Months EndedIncome Taxes (Tables) Dec. 31, 2021Income Tax Disclosure[Abstract]Schedule of Provision forIncome Taxes

The Company's provision for income taxes consists of the following:

Years Ended December 31,(In thousands) 2021 2020Current:

Federal $ — $ —State (1) (1)

Total current (1) (1)Deferred:

Federal (16,377) (4,142)State (3,948) (1,144)Change in valuation allowance 20,325 5,286

Total deferred — —Total provision for income taxes $ (1) $ (1)

Schedule of Statutory FederalIncome Tax Rate to IncomeBefore Taxes

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

Years Ended December 31,(In thousands) 2021 2020Statutory federal income tax rate 21.0% 21.0%State tax provision 3.7 3.7Change in valuation allowance (24.9) (25.3)Research credits 0.7 3.0Permanent differences (0.3) (2.4)Other (0.2) —

Total provision for income taxes 0.0% 0.0%

Schedule of Net Deferred TaxAsset

As of December 31, 2021 and 2020, the net deferred tax asset consisted of the following:

December 31,(In thousands) 2021 2020Deferred tax assets:

Accrued expenses $ 1,050 $ 192Stock compensation 11,094 479Research credits 2,486 1,939Net operating loss carryforwards 22,393 12,838

Total gross deferred tax assets 37,023 15,448Less valuation allowance (35,476) (15,151)Total deferred tax assets 1,547 297Deferred tax liabilities:

Property and equipment (1,547) (297)Total deferred tax liabilities (1,547) (297)Net deferred tax asset $ — $ —

Reconciliation of Beginningand Ending Amount ofValuation Allowance

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

December 31,(In thousands) 2021 2020Valuation allowance at beginning of year $ 15,151 $ 9,865Change in valuation allowance 20,325 5,286Valuation allowance at end of year $ 35,476 $ 15,151

Reconciliation of Beginningand Ending Amounts ofUnrecognized Benefits

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

Years ended December 31,(In thousands) 2021 2020Unrecognized tax benefits at the beginning of year $ 2,054 $ 1,388Gross increases – current year tax positions 580 666Unrecognized tax benefits at end of year $ 2,634 $ 2,054Interest and penalties in year-end balance $ — $ —

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12 Months EndedCommitments andContingencies (Tables) Dec. 31, 2021

Commitments AndContingencies Disclosure[Abstract]Schedule of Future MinimumRental Payments for OperatingLeases

The Company leases facilities under noncancelable operating lease agreements. Future minimum rental payments under the noncancelable operating leases, subsequent toDecember 31, 2021, are as follows:

(In thousands) Operating Leases2022 $ 1,2792023 9702024 1,3232025 1,3602026 1,3972027 and thereafter 9,919

Total $ 16,248

Schedule of Future MinimumLease Payments for CapitalLeases

Future minimum rental payments under the noncancelable capital leases, subsequent to December 31, 2021, are as follows:

(In thousands) Capital Leases2022 $ 982023 42024 4Minimum lease payment including interest 106Amount representing interest (4)Minimum lease payments excluding interest $ 102

Schedule of UnconditionalPurchase Commitment

As of December 31, 2021, the Company has an unconditional purchase commitment with Palantir as detailed in the table below:

(In thousands)Annual Service

Payments2022 $ —2023 8,0002024 8,0002025 10,0002026 10,000Total $ 36,000

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12 Months EndedBasis of Presentation andSummary of Significant

Accounting Policies -Additional Information

(Details)

Sep. 24, 2021USD ($)

$ / sharesshares

Dec. 31, 2021USD ($)

Customer$ / shares

shares

Dec. 31,2020

USD ($)Customer$ / shares

sharesSummaryof Significant Accounting Policies Details [LineItems]Research and development $ 17,516,000 $ 14,117,000Cash and cash equivalents 217,100,000 $ 33,700,000Accumulated deficit (145,500,000)Working capital 222,200,000Revenue, Remaining Performance Obligation, Amount $ 1,800,000Sale of per share price (in Dollars per share) | $ / shares $ 0.0001Net proceeds amount $ 228,800,000Earn-outs, up to an aggregate | shares 65,628,258 10,066,610Common stock, shares issued | shares 137,722,658 104,039,354Common stock, par value | $ / shares $ 0.0001 $ 0.0001Right to receive exchange ratio of common stock 5.12922%Deferred revenue, revenue recognized $ 100,000 $ 200,000Allowance for doubtful receivables 0 0Accounts receivable write off 0 0Impairment loss recognized $ 0 $ 0PIPE Investor [Member]Summaryof Significant Accounting Policies Details [LineItems]Common stock, shares issued | shares 22,000,000Common stock, par value | $ / shares $ 10.00Aggregate purchase price $

220,000,000.0Common Stock [Member]Summaryof Significant Accounting Policies Details [LineItems]Earn-outs, up to an aggregate | shares 28,125,000Accounts Receivable | Credit Concentration RiskSummaryof Significant Accounting Policies Details [LineItems]Number of customer | Customer 1 5Accounts Receivable | Credit Concentration Risk | Customer OneSummaryof Significant Accounting Policies Details [LineItems]Concentration risk, percentage 81.00%Accounts Receivable | Credit Concentration Risk | Customer Five

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Summaryof Significant Accounting Policies Details [LineItems]Concentration risk, percentage 97.00%Revenue | Customer Concentration RiskSummaryof Significant Accounting Policies Details [LineItems]Number of customer | Customer 5 3Revenue | Customer Concentration Risk | Customer FiveSummaryof Significant Accounting Policies Details [LineItems]Concentration risk, percentage 87.00%Revenue | Customer Concentration Risk | Customer ThreeSummaryof Significant Accounting Policies Details [LineItems]Concentration risk, percentage 64.00%

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12 Months EndedBasis of Presentation andSummary of Significant

Accounting Policies -Schedule of Total Amount ofRevenue (Details) - USD ($)

$ in Thousands

Dec. 31, 2021 Dec. 31, 2020

Summaryof Significant Accounting Policies Details [Line Items]Revenue $ 5,075 $ 8,813Customer ASummaryof Significant Accounting Policies Details [Line Items]Revenue 1,685 2,222Customer BSummaryof Significant Accounting Policies Details [Line Items]Revenue 630 2,156Customer CSummaryof Significant Accounting Policies Details [Line Items]Revenue $ 1,066Customer DSummaryof Significant Accounting Policies Details [Line Items]Revenue 928Customer ESummaryof Significant Accounting Policies Details [Line Items]Revenue 602Customer FSummaryof Significant Accounting Policies Details [Line Items]Revenue $ 555

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12 Months EndedBasis of Presentation andSummary of Significant

Accounting Policies -Schedule of Estimated Useful

Lives by Asset (Details)

Dec. 31, 2021

Robotics and Manufacturing Equipment | MaximumSummaryof Significant Accounting Policies Details [LineItems]Property and equipment, useful lives 10 yearsRobotics and Manufacturing Equipment | MinimumSummaryof Significant Accounting Policies Details [LineItems]Property and equipment, useful lives 1 yearComputer Equipment | MaximumSummaryof Significant Accounting Policies Details [LineItems]Property and equipment, useful lives 5 yearsComputer Equipment | MinimumSummaryof Significant Accounting Policies Details [LineItems]Property and equipment, useful lives 3 yearsSoftwareSummaryof Significant Accounting Policies Details [LineItems]Property and equipment, useful lives 3 yearsFurniture and FixturesSummaryof Significant Accounting Policies Details [LineItems]Property and equipment, useful lives 3 yearsLeasehold ImprovementsSummaryof Significant Accounting Policies Details [LineItems]Property and equipment, estimated useful lives Lesser of the useful life or theremaining term of

the lease

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12 Months EndedBasis of Presentation andSummary of Significant

Accounting Policies -Summary of Disaggregationof Revenue (Details) - USD

($)$ in Thousands

Dec. 31, 2021 Dec. 31, 2020

Summaryof Significant Accounting Policies Details [Line Items]Revenue, net $ 5,075 $ 8,813Research and Development ServicesSummaryof Significant Accounting Policies Details [Line Items]Revenue, net 3,584 6,811Product RevenueSummaryof Significant Accounting Policies Details [Line Items]Revenue, net $ 1,491 $ 2,002

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12 Months EndedBasis of Presentation andSummary of Significant

Accounting Policies -Summary of Informationabout Contract Balances

(Details) - USD ($)$ in Thousands

Dec. 31, 2021 Dec. 31, 2020

Accounts receivableOpening Balance $ 1,051 $ 916Increase/(decrease), net (263) 135Ending Balance 788 1,051Unbilled receivableOpening Balance 219 868Increase/(decrease), net 2 (649)Ending Balance 221 219Contract assets (current)Opening Balance 93 195Increase/(decrease), net 1 (102)Ending Balance 94 93Contract assets (long-term)Opening Balance 93 110Increase/(decrease), net (57) (17)Ending Balance 36 93Deferred revenueOpening Balance 57 200Increase/(decrease), net (27) (143)Ending Balance $ 30 $ 57

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Fair Value Measurements -Schedule Of Assets and

Liabilities Measured At FairValue On Recurring Basis

(Details) - USD ($)$ in Thousands

Dec. 31, 2021 Dec. 31, 2020

Assets:Total assets $ 31,726Total liabilities $ 13,701Warrant LiabilityAssets:Total liabilities 13,701Fair Value, Inputs, Level 3Assets:Total liabilities 13,701Fair Value, Inputs, Level 3 | Warrant LiabilityAssets:Total liabilities $ 13,701Cash EquivalentsAssets:Total assets 31,726Cash Equivalents | Money Market FundsAssets:Total assets 31,726Cash Equivalents | Fair Value, Inputs, Level 1 | Money Market FundsAssets:Total assets $ 31,726

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12 Months EndedFair Value Measurements -Additional Information

(Details) - USD ($) Dec. 31, 2021 Dec. 31, 2020

Fair Value Disclosures [Abstract]Transfers between fair value measurements levels $ 0 $ 0

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12 Months EndedFair Value Measurements -Schedule of Changes in FairValue of Level 3 Warrants

(Details)$ in Thousands

Dec. 31, 2021USD ($)

Fair Value Measurements Details Scheduleoffairvalueofwarrantliabilities [Line Items]Initial recognition of warrants $ 8,774Increase in fair value of warrants 4,927Balance at December 31, 2021 $ 13,701

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Balance Sheet Components -Schedule of Inventories, Net

(Details) - USD ($)$ in Thousands

Dec. 31,2021

Dec. 31,2020

Organization Consolidation And Presentation Of Financial Statements[Abstract]Raw materials $ 458 $ 516Work-in-process 41 100Finished goods, net 507 91Total inventories $ 1,006 $ 707

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Balance Sheet Components -Schedule of PrepaidExpenses And Other

Current Assets (Details) -USD ($)

$ in Thousands

Dec. 31, 2021 Dec. 31, 2020

Schedule Of Balance Sheet Components [Line Items]Prepaid insurance $ 4,786 $ 34Other prepaid expense 171 279Total prepaid expenses and other current assets 9,202 693SoftwareSchedule Of Balance Sheet Components [Line Items]Other assets 4,144 287Other AssetsSchedule Of Balance Sheet Components [Line Items]Other assets $ 101 $ 93

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Balance Sheet Components -Property Plant and

Equipment Net (Details) -USD ($)

$ in Thousands

Dec. 31, 2021 Dec. 31, 2020

Schedule Of Balance Sheet Components [Line Items]Property and equipment, gross $ 8,287 $ 2,414Accumulated depreciation and amortization (1,236) (989)Property and equipment, net 7,051 1,425Robotics and Manufacturing EquipmentSchedule Of Balance Sheet Components [Line Items]Property and equipment, gross 876 659Leasehold ImprovementsSchedule Of Balance Sheet Components [Line Items]Property and equipment, gross 3,890 154Computer EquipmentSchedule Of Balance Sheet Components [Line Items]Property and equipment, gross 1,270 568Capital Leased Computer EquipmentSchedule Of Balance Sheet Components [Line Items]Property and equipment, gross 271 386SoftwareSchedule Of Balance Sheet Components [Line Items]Property and equipment, gross 355 359Other Fixed AssetsSchedule Of Balance Sheet Components [Line Items]Property and equipment, gross 753 147Construction in ProgressSchedule Of Balance Sheet Components [Line Items]Property and equipment, gross $ 872 $ 141

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12 Months EndedBalance Sheet Components -Additional Information

(Details) - USD ($)$ in Thousands

Dec. 31, 2021 Dec. 31, 2020

Schedule Of Balance Sheet Components [Line Items]Inventory reserves $ 300 $ 100Depreciation $ 531 $ 458

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Balance Sheet Components -Schedule of Accrued

Liabilities (Details) - USD ($)$ in Thousands

Dec. 31,2021

Dec. 31,2020

Organization Consolidation And Presentation Of Financial Statements[Abstract]Payroll and related costs $ 2,511 $ 934Consulting and professional services 406 125Legal accrual 520Other current liabilities 1,043 196Total accrued liabilities $ 4,480 $ 1,255

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Balance Sheet Components -Other Noncurrent Liabilities

(Details) - USD ($)$ in Thousands

Dec. 31,2021

Dec. 31,2020

Organization Consolidation And Presentation Of Financial Statements[Abstract]Payroll and related costs $ 286Capital leases and other $ 7 240Deferred rent 1,992Total other non-current liabilities $ 1,999 $ 526

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12 MonthsEnded

Notes Payable - AdditionalInformation (Details) - USD

($)$ in Thousands Dec. 31, 2021 Nov. 30,

2021Jun. 30,

2021Mar. 31,

2021Apr. 30,

2020Debt Instrument [Line Items]Gain on forgiveness of notespayable $ 4,394

PPP LoanDebt Instrument [Line Items]Annual interest rate 1.00% 1.00%Gain on forgiveness of notespayable $ 4,400

First PPP LoanDebt Instrument [Line Items]Principal amount $ 2,400Loans forgiven $ 2,400Second PPP LoanDebt Instrument [Line Items]Principal amount $ 2,000Loans forgiven $ 2,000

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Notes Payable - Summary ofNotes Payable (Details)

$ in Thousands

Dec. 31, 2020USD ($)

Debt Instrument [Line Items]Total Notes payable $ 2,394Less: Notes payable, current portion 1,328Notes payable, net of current portion 1,066First PPP LoanDebt Instrument [Line Items]Total Notes payable $ 2,394

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12 Months EndedReverse Recapitalization -Additional Information

(Details) - USD ($)$ / shares in Units, $ in

Thousands

Dec. 31, 2021 Dec. 31, 2020 Sep. 24, 2021

Business Acquisition [Line Items]Net cash proceeds $ 230,241 $ 42,301Common Stock Shares Outstanding 137,722,658 104,039,354 21,483,286Common Stock Shares Issued 137,722,658 104,039,354Incremental Costs $ 32,900Transaction costs 1,100PIPE FinancingBusiness Acquisition [Line Items]Net cash proceeds $ 228,800Common StockBusiness Acquisition [Line Items]Contingent merger consideration earn-out shares issuable 28,125,000Common Stock Shares Outstanding 137,589,275Common Stock Shares Issued 137,589,275Common Stock Price Per Share Equals Or Exceeds 15.00 Per ShareBusiness Acquisition [Line Items]Contingent merger consideration earn-out shares issuable 14,062,500Earnout Price Per Share $ 15.00Earn-Out trading days 20 daysEarn-Out consecutive trading days 30 daysCommon Stock Price Per Share Equals Or Exceeds 20.00 Per ShareBusiness Acquisition [Line Items]Contingent merger consideration earn-out shares issuable 14,062,500Earnout Price Per Share $ 20.00Earn-Out trading days 20 daysEarn-Out consecutive trading days 30 days

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12 Months EndedReverse Recapitalization -Schedule of Consolidated

Statement of Cash Flows andConsolidated Statement of

Stockholders Equity(Details) - USD ($)

$ in Thousands

Dec. 31, 2021 Dec. 31,2020

Sep. 24,2021

Business Acquisition [Line Items]Less: Cash payment of transaction expenses - Sarcos $ (16,571)Net cash proceeds 230,241 $ 42,301Less: Warrant liabilities assumed (8,774)Less: Other non-cash net assets assumed 40Less: Unpaid and previously expensed merger transaction costs (148)Net Contributions from Recapitalization $ 219,906Common stock, shares outstanding 137,722,658 104,039,354 21,483,286Common stock, shares issued 137,722,658 104,039,354Less: redemption of Rotor Common Stock $

(23,479,970)Total shares from Merger and PIPE financing 32,525,990Recapitalization of old common stock [1] 105,063,285Total shares of Common Stock immediately after the Effective Time 137,589,275PIPE FinancingBusiness Acquisition [Line Items]Cash proceeds from PIPE Financing $ 220,000Net cash proceeds $ 228,800PIPE InvestorsBusiness Acquisition [Line Items]Common stock, shares issued 22,000,000Merger and PIPE FinancingBusiness Acquisition [Line Items]Net cash proceeds $ 228,788Rotor Acquisition CorpBusiness Acquisition [Line Items]Cash proceeds from Rotor, net of redemptions and transactionexpenses $ 25,359

Rotor Acquisition Corp | Common Class ABusiness Acquisition [Line Items]Common stock, shares outstanding 27,600,000Rotor Acquisition Corp | Common Class BBusiness 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 BusinessCombination, which are presented net of the Common and Preferred Stock redeemed, converted at the Exchange

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Ratio of 5.129222424. This excludes a restricted stock award for 5,129,222 shares that was unvested as of the dateof the Merger. All fractional shares were rounded down.

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Reverse Recapitalization -Schedule of Consolidated

Statement of Cash Flows andConsolidated Statement of

Stockholders Equity(Parenthetical) (Details) -

shares

Sep. 24, 2021 Dec. 31, 2021 Dec. 31, 2020

Business Acquisition [Line Items]Common stock, shares outstanding 21,483,286 137,722,658 104,039,354Business combination exchange ratio 5.12922%Restricted Stock AwardsBusiness Acquisition [Line Items]Number of shares unvested 5,129,222 5,129,222

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1 MonthsEnded 12 Months EndedEquity - Additional

Information (Details) - USD($)

$ in ThousandsFeb. 16,

2021 Sep. 30, 2016 Dec. 31,2021

Dec. 31,2020

Sep. 24,2021

Stockholders Equity Details [Line Items]Common stock, shares authorized 990,000,000133,312,415Common stock, shares issued 137,722,658104,039,354Common stock, shares outstanding 137,722,658104,039,35421,483,286Preferred stock, shares authorized 10,000,000Stock-based compensation expense $ 43,118 $ 2,291Preferred stock, shares outstanding 0Acquired non controlling interest sharespurchase price $ 200

ZeptoStockholders Equity Details [Line Items]Ownership percentage 79.00%Non-controlling interest 21.00%Founder SharesStockholders Equity Details [Line Items]Shares subject to repurchase 0Stock Repurchase Expiration Date Sep. 30, 2020Stock repurchase lapse period 48 monthsStock-based compensation expense $ 1,500Unrecognized stock based compensation $ 0Common Class B | Founder SharesStockholders Equity Details [Line Items]Shares subject to repurchase 4,000,000

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12 Months EndedWarrants - AdditionalInformation (Details) - USD

($)$ / shares in Units, $ in

Thousands

Sep.24,

2021

Jan. 20,2021

Jan.31,

2020Dec. 31, 2021

Dec.31,

2020

Class of Warrant or Right[Line Items]Shares of common stock perwarrant 250,000

Warrant exercise price $11.3243

Expiration date Jan. 31,2030

Contractual term 10years 6 years 29 days 6 years

21 daysRisk-free interest rate 3.05% 1.19% 0.51%Volatility rate 85.00% 66.56% 64.98%Dividend yield 0.00% 0.00%Loss on fair value of warrantliability $ (4,927)

Redemption of Warrants WhenPrice Per Share Equals orExceeds $18.00 Per ShareClass of Warrant or Right[Line Items]Redemption of warrants priceper share $ 18.00

Warrants price per share $ 0.01Minimum period for writtennotice of redemption 30 days

Consecutive trading days 20 daysConsecutive trading days aftercommencement 30 days

Trading days, description if, and only if, the last reported sale price ofthe shares of our Common Stock for any 20trading days within a 30-trading day periodcommencing after the Warrants becomeexercisable and ending three business daysbefore we send the notice of redemption tothe Warrant holders (which we refer to as the“Reference Value”) equals or exceeds $18.00per share (as adjusted for stock splits, stockdividends, reorganizations, recapitalizationsand the like).

Redemption of warrantsdescription

upon not less than 30 days’ prior writtennotice of redemption (the “30-day

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redemption period”) to each Warrant holder;and

Redemption of Warrants WhenPrice Per Share Equals orExceeds $18.00 Per Share |MinimumClass of Warrant or Right[Line Items]Warrants reference value pershare $ 18.00

Redemption of Warrants WhenPrice Per Share Equals orExceeds $10.00 Per ShareClass of Warrant or Right[Line Items]Redemption of warrants priceper share 10.00

Warrants price per share $ 0.10Minimum period for writtennotice of redemption 30 days

Redemption of warrantsdescription

at $0.10 per Warrant upon a minimum of 30days’ prior written notice of redemption;provided that holders will be able to exercisetheir Warrants on a cashless basis prior toredemption and receive that number of sharesdetermined by reference to an agreed tablebased on the redemption date and the “fairmarket value” of our Common Stock;

Redemption of Warrants WhenPrice Per Share Equals orExceeds $10.00 Per Share |MinimumClass of Warrant or Right[Line Items]Warrants reference value pershare $ 10.00

Redemption of Warrants WhenPrice Per Share Equals orExceeds $10.00 Per Share |MaximumClass of Warrant or Right[Line Items]Warrants reference value pershare $ 18.00

Common StockClass of Warrant or Right[Line Items]

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Shares of common stock perwarrant 1

Warrant exercise price $ 11.50Expiration date Sep. 24, 2026Warrant expiration term 5 yearsPrivate Placement WarrantsClass of Warrant or Right[Line Items]Contractual term 3

months25 days

21 days

Risk-free interest rate 1.00% 1.22%Volatility rate 18.90% 30.30%Dividend yield 0.00% 0.00%Loss on fair value of warrantliability $ 4,900

IPOClass of Warrant or Right[Line Items]Issuance of shares (in Shares) 27,600,000Sale of warrants (in Shares) 7,270,000

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12 Months EndedWarrants - Schedule ofQuantitative InformationRegarding AssumptionsUsed in Binomial Lattice

Model (Details) - $ / shares

Sep. 24, 2021 Jan. 31, 2020 Dec. 31, 2021 Dec. 31, 2020

Class of Warrant or Right [Line Items]Term (in years) 10 years 6 years 29 days 6 years 21 daysExpected volatility 85.00% 66.56% 64.98%Risk-free rate 3.05% 1.19% 0.51%Dividend yield 0.00% 0.00%Private Placement WarrantsClass of Warrant or Right [Line Items]Stock price $ 10.05 $ 9.98Term (in years) 3 months 25 days 21 daysExpected volatility 18.90% 30.30%Risk-free rate 1.00% 1.22%Dividend yield 0.00% 0.00%

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1 MonthsEnded 12 Months Ended

Stock-based Compensation -Additional Information

(Details)$ / shares in Units, $ in

Thousands

Jan.31,

2020

Apr. 30, 2021USD ($)

AwardRecipient

Dec. 31, 2021USD ($)

$ / sharesshares

Dec.31,

2020USD($)$ /

sharesShare Based Compensation Arrangement By Share BasedPayment Award [Line Items]Expected dividend yield 0.00% 0.00%Stock-based compensation expense $ 43,118 $ 2,291Business combination liquidity event vesting condition awardrecipients | AwardRecipient 8

Restricted Stock Awards | Chairman and Chief ExecutiveOfficerShare Based Compensation Arrangement By Share BasedPayment Award [Line Items]Share-based compensation arrangement by share-basedpayment award, award vesting period 15 months

Stock-based compensation expense $ 26,200Restricted Stock Awards | Chairman and Chief ExecutiveOfficer | Upon Achievement of Earn-Out TargetsShare Based Compensation Arrangement By Share BasedPayment Award [Line Items]Stock-based compensation expense 5,100Restricted Stock Units (RSUs)Share Based Compensation Arrangement By Share BasedPayment Award [Line Items]Modification incremental compensation costs $ 9,700Modification incremental compensation costs recognized $ 8,400Stock OptionShare Based Compensation Arrangement By Share BasedPayment Award [Line Items]Share-based compensation arrangement by share-basedpayment award, award vesting period 48 months

Aggregate intrinsic value of options exercised $ 800 $ 300Weighted average estimated fair value of options granted | $ /shares $ 4.79 $ 0.72

Options, expiration period 10 yearsStock-based compensation expense $ 47,800Period for recognition of unrecognized compensation costrelated to non-vested stock awards

1 year 10months 24days

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Minimum | Service Vesting Rights | Restricted StockShare Based Compensation Arrangement By Share BasedPayment Award [Line Items]Share-based compensation arrangement by share-basedpayment award, award vesting period 1 year

Maximum | Service Vesting Rights | Restricted StockShare Based Compensation Arrangement By Share BasedPayment Award [Line Items]Share-based compensation arrangement by share-basedpayment award, award vesting period 4 years

Two Thousand Fifteen Equity Incentive PlanShare Based Compensation Arrangement By Share BasedPayment Award [Line Items]Stock - based compensation exercisable period 10 yearsTwo Thousand Fifteen Equity Incentive Plan | MinimumShare Based Compensation Arrangement By Share BasedPayment Award [Line Items]Share-based compensation arrangement by share-basedpayment award, award vesting period 3 years

Two Thousand Fifteen Equity Incentive Plan | MaximumShare Based Compensation Arrangement By Share BasedPayment Award [Line Items]Share-based compensation arrangement by share-basedpayment award, award vesting period 5 years

Two Thousand Twenty One Equity Incentive Plan [Member]Share Based Compensation Arrangement By Share BasedPayment Award [Line Items]Total number of shares | shares 30,000,000Due to failure to vest, additional shares added. | shares 12,760,600Stock - based compensation exercisable period 10 yearsNumber of shares available for grant | shares 27,842,561Two Thousand Twenty One Equity Incentive Plan [Member] |MinimumShare Based Compensation Arrangement By Share BasedPayment Award [Line Items]Share-based compensation arrangement by share-basedpayment award, award vesting period 1 year

Two Thousand Twenty One Equity Incentive Plan [Member] |MaximumShare Based Compensation Arrangement By Share BasedPayment Award [Line Items]Share-based compensation arrangement by share-basedpayment award, award vesting period 4 years

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12 Months EndedStock-based Compensation -Schedule of Stock OptionsActivity (Details) - USD ($)

$ / shares in Units, $ inThousands

Dec. 31, 2021 Dec. 31, 2020 Dec. 31, 2019

Disclosure Of Compensation Related CostsSharebased Payments [Abstract]Options outstanding, beginning balance 7,883,087 7,738,866Options granted 3,761,109 1,993,969Options exercised (158,129) (318,564)Options cancelled (1,458,973) (1,531,184)Options outstanding, ending balance 10,027,094 7,883,087 7,738,866Options exercisable 5,176,464 5,063,856Options outstanding, weighted average exercise price,beginning balance $ 0.59 $ 0.49

Options granted, weighted average exercise price 7.93 1.24Options exercised, weighted average exercise price 0.16 0.40Options cancelled, weighted average exercise price 1.11 0.93Options outstanding, weighted average exercise price,ending balance 3.28 0.59 $ 0.49

Options exercisable, weighted average exercise price $ 0.46 $ 0.33Options outstanding, weighted average remainingcontractual term

7 years 2 months23 days

6 years 9 months29 days

7 years 4 months9 days

Options exercisable, weighted average remainingcontractual term

5 years 3 months29 days

5 years 9 months10 days

Options outstanding, aggregate intrinsic value $ 67,173 $ 5,058 $ 5,848Options exercisable, aggregate intrinsic value $ 49,268 $ 4,592

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12 Months EndedStock-based Compensation -Schedule of Fair Value ofOption Grants (Details)

Jan. 31,2020

Dec. 31,2021

Dec. 31,2020

Disclosure Of Compensation Related Costs Sharebased Payments[Abstract]Risk-free interest rate 3.05% 1.19% 0.51%Expected term (in years) 10 years 6 years 29

days6 years 21days

Expected dividend yield 0.00% 0.00%Expected volatility 85.00% 66.56% 64.98%

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12 Months EndedStock-based Compensation -Summary of RSU Activity(Details) - Restricted Stock

Units (RSUs) - $ / shares

Dec. 31,2021

Dec. 31,2020

Share Based Compensation Arrangement By Share Based Payment Award[Line Items]Number of shares, beginning balance 901,217 1,454,642Number of shares, granted 932,123 384,692Number of shares, released (28,982)Number of shares, cancelled (6,884) (938,117)Number of shares, ending balance 1,797,474 901,217Weighted average fair value, beginning balance [1] $ 8.78 $ 8.78Weighted average fair value, granted [1] 7.93 3.25Weighted average fair value, released [1] 8.78Weighted average fair value, cancelled [1] 8.78 6.51Weighted average fair value, ending balance [1] $ 8.34 $ 8.78

[1] Weighted average grant-date fair values have been updated to reflect the impact of the modification to the RSUsdiscussed below.

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12 Months EndedStock-based Compensation -Summary of RSAs Activity(Details) - Restricted Stock

Awards

Dec. 31, 2021$ / shares

sharesShare Based Compensation Arrangement By Share Based Payment Award [Line Items]Number of shares, granted | shares 5,129,222Number of shares, ending balance | shares 5,129,222Weighted average fair value, granted | $ / shares $ 8.78Weighted average fair value, ending balance | $ / shares $ 8.78

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12 Months EndedStock-based Compensation -Schedule of Stock BasedCompensation Expense

(Details) - USD ($)$ in Thousands

Dec. 31,2021

Dec. 31,2020

Share Based Compensation Arrangement By Share Based Payment Award [LineItems]Stock-based compensation expense $ 43,118 $ 2,291Cost of RevenueShare Based Compensation Arrangement By Share Based Payment Award [LineItems]Stock-based compensation expense 92 109Research and DevelopmentShare Based Compensation Arrangement By Share Based Payment Award [LineItems]Stock-based compensation expense 446 249Sales and MarketingShare Based Compensation Arrangement By Share Based Payment Award [LineItems]Stock-based compensation expense 814 45General and AdministrativeShare Based Compensation Arrangement By Share Based Payment Award [LineItems]Stock-based compensation expense $ 41,766 $ 1,888

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12 Months EndedNet Loss Per Share -Schedule of Basic and

Diluted Net Loss Per Share(Details) - USD ($)

$ / shares in Units, $ inThousands

Dec. 31, 2021 Dec. 31, 2020

Numerator:Net loss attributable to common stockholders $ (81,508) $ (20,926)Denominator:Weighted average shares outstanding, basic and diluted 113,184,357 100,114,664Basic and diluted net loss per share $ (0.72) $ (0.21)

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12 Months EndedNet Loss Per Share -Schedule of Shares Excluded

from Computation ofDiluted Net Loss Per Share

(Details) - shares

Dec. 31,2021

Dec. 31,2020

Antidilutive Securities Excluded From Computation Of Earnings Per Share[Line Items]Total anti-dilutive securities 65,628,258 10,066,610Outstanding WarrantsAntidilutive Securities Excluded From Computation Of Earnings Per Share[Line Items]Total anti-dilutive securities 20,549,468 1,282,306Outstanding Restricted Stock AwardsAntidilutive Securities Excluded From Computation Of Earnings Per Share[Line Items]Total anti-dilutive securities 5,129,222Outstanding Stock Options and Restricted Stock UnitsAntidilutive Securities Excluded From Computation Of Earnings Per Share[Line Items]Total anti-dilutive securities 11,824,568 8,784,304Outstanding Earnout SharesAntidilutive Securities Excluded From Computation Of Earnings Per Share[Line Items]Total anti-dilutive securities 28,125,000

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12 Months EndedIncome Taxes - AdditionalInformation (Details) - USD

($)$ in Thousands

Dec. 31,2021

Dec. 31,2020

Dec. 31,2019

Dec. 31,2017

Operating Loss Carryforwards [Line Items]Loss before provision for income taxes $ 81,507 $ 20,925Valuation allowance 35,476 15,151Change in valuation allowance 20,300 5,300Net operating loss carryforwards 22,393 12,838Research and development credit carryforward 2,486 1,939Unrecognized tax benefits 2,634 2,054 $ 1,388Federal [Member]Operating Loss Carryforwards [Line Items]Deferred tax assets, operating loss 90,100 51,200 $ 5,900Research and development credit carryforward 3,900 3,000Unrecognized tax benefits 1,900State [Member]Operating Loss Carryforwards [Line Items]State net operating losses 89,100 53,600Utah [Member]Operating Loss Carryforwards [Line Items]Deferred tax assets, operating loss 88,800 53,500Net operating loss carryforwards 88,800Research and development credit carryforward 1,400 1,100Unrecognized tax benefits 700 $ 600Deferred tax assets, operating loss, carried forwardindefinitely $ 82,500

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12 Months EndedIncome Taxes - Schedule ofProvision for Income Taxes

(Details) - USD ($)$ in Thousands

Dec. 31, 2021 Dec. 31, 2020

Current:State $ (1) $ (1)Total current (1) (1)Deferred:Federal (16,377) (4,142)State (3,948) (1,144)Change in valuation allowance 20,325 5,286Total deferred 0Total provision for income taxes $ (1) $ (1)

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12 Months EndedIncome Taxes - Schedule ofStatutory Federal IncomeTax Rate to Income Before

Taxes (Details)Dec. 31, 2021 Dec. 31, 2020

Income Tax Disclosure [Abstract]Statutory federal income tax rate 21.00% 21.00%State tax provision 3.70% 3.70%Change in valuation allowance (24.90%) (25.30%)Research credits 0.70% 3.00%Permanent differences (0.30%) (2.40%)Other (0.20%)Total provision for income taxes 0.00% 0.00%

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Income Taxes - Schedule ofNet Deferred Tax Asset

(Details) - USD ($)$ in Thousands

Dec. 31, 2021 Dec. 31, 2020

Deferred tax assets:Accrued expenses $ 1,050 $ 192Stock compensation 11,094 479Research credits 2,486 1,939Net operating loss carryforwards 22,393 12,838Total gross deferred tax assets 37,023 15,448Less valuation allowance (35,476) (15,151)Total deferred tax assets 1,547 297Deferred tax liabilities:Property and equipment (1,547) (297)Total deferred tax liabilities $ (1,547) $ (297)

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12 Months EndedIncome Taxes -Reconciliation of Beginning

and Ending Amount ofValuation Allowance(Details) - USD ($)

$ in Thousands

Dec. 31, 2021 Dec. 31, 2020

Valuation And Qualifying Accounts Disclosure [Line Items]Change in valuation allowance $ 20,300 $ 5,300Valuation Allowance, Deferred Tax AssetValuation And Qualifying Accounts Disclosure [Line Items]Valuation allowance at beginning of year 15,151 9,865Change in valuation allowance 20,325 5,286Valuation allowance at end of year $ 35,476 $ 15,151

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12 Months EndedIncome Taxes -Reconciliation of Beginning

and Ending Amounts ofUnrecognized Benefits

(Details) - USD ($)$ in Thousands

Dec. 31, 2021 Dec. 31, 2020

Income Tax Disclosure [Abstract]Unrecognized tax benefits at the beginning of year $ 2,054 $ 1,388Gross increases - current year tax positions 580 666Unrecognized tax benefits at end of year $ 2,634 $ 2,054

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12 Months EndedCommitments andContingencies - Additional

Information (Details) - USD($)

$ in Millions

Apr. 04, 2021Dec. 31, 2021 Dec. 31, 2020

Commitments and Contingencies Details [Line Items]Loss contingency accrual $ 0.5Operating Lease, Expense $ 1.4 $ 0.3Palantir TechnologiesCommitments and Contingencies Details [Line Items]Professional and contract services expense term 6 yearsProfessional and contract services expense $ 42.0

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Commitments andContingencies - Schedule of

Future Minimum LeasePayments under

Noncancelable OperatingLeases (Details)$ in Thousands

Dec. 31, 2021USD ($)

Commitments And Contingencies Disclosure [Abstract]2022 $ 1,2792023 9702024 1,3232025 1,3602026 1,3972027 and thereafter 9,919Total $ 16,248

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Commitments andContingencies - Schedule of

Future Minimum LeasePayments under

Noncancelable CapitalLeases (Details)$ in Thousands

Dec. 31, 2021USD ($)

Commitments And Contingencies Disclosure [Abstract]2022 $ 982023 42024 4Minimum lease payment including interest 106Amount representing interest (4)Minimum lease payments excluding interest $ 102

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Commitments andContingencies - Schedule of

Unconditional PurchaseCommitment (Details)

$ in Thousands

Dec. 31, 2021USD ($)

Recorded Unconditional Purchase Obligation [Line Items]2023 $ 8,0002024 8,0002025 10,0002026 10,000Total $ 36,000

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12 Months EndedSegment Information -Additional Information

(Details)

Dec. 31, 2021USD ($)Segment

Dec. 31, 2020USD ($)

Segment Reporting Information [Line Items]Number of reportable segment 1Number of operating segment 1Non-US [Member]Segment Reporting Information [Line Items]Revenue earned from customers | $ $ 0 $ 0

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12 Months EndedRelated Party Transactions -Additional Information

(Details) - USD ($)$ in Thousands

Apr. 04,2021

Dec. 31,2021

Dec. 31,2020

Feb. 16,2021

Related Party Transactions Details [Line Items]Revenue, net $ 5,075 $ 8,813Construction in Progress, Cost Capitalized 800ZeptoRelated Party Transactions Details [Line Items]Ownership percentage 79.00%Business Combination, Acquisition of Less than 100 Percent,Noncontrolling Interest, Fair Value $ 200

Chief Legal Officer | ZeptoRelated Party Transactions Details [Line Items]Participating Ownership Holding Percentage 21.00%Delta Air Lines, INC.Related Party Transactions Details [Line Items]Revenue, net 0 $ 100Palantir | SoftwareRelated Party Transactions Details [Line Items]Finite-Lived Intangible Asset, Contractual Useful Life 6 yearsCapitalized Computer Software, Net $ 42,000Service expenses $ 2,200Prepaid Expense $ 3,600

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12 Months EndedEmployee Benefits -Additional Information

(Details) - USD ($) Dec. 31, 2021 Dec. 31, 2020

Compensation And Retirement Disclosure [Abstract]Maximum defer net employment income percentage 100.00% 100.00%Accrued amount for employee contribution $ 0 $ 0

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Subsequent Events -Additional Information

(Details) - Subsequent Event- RE2, Inc.

$ / shares in Units, $ inMillions

Mar. 28, 2022USD ($)

$ / shares

Subsequent Event [Line Items]Aggregate consideration amount $ 100.0Cash consideration 30.0Number of shares of common stock to be issued $ 70.0MaximumSubsequent Event [Line Items]Share price | $ / shares $ 9.00MinimumSubsequent Event [Line Items]Share price | $ / shares $ 5.00

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