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Sarcos Technology and Robotics (STRC)

Document And Entity Information

Document And Entity Information - shares3 Months Ended
Mar. 31, 2021May 24, 2021
Document Information Line Items
Entity Registrant NameRotor Acquisition Corp.
Document Type10-Q
Current Fiscal Year End Date--12-31
Amendment Flagfalse
Entity Central Index Key0001826681
Entity Current Reporting StatusYes
Entity Filer CategoryNon-accelerated Filer
Document Period End DateMar. 31,
2021
Document Fiscal Year Focus2021
Document Fiscal Period FocusQ1
Entity Small Businesstrue
Entity Emerging Growth Companytrue
Entity Shell Companytrue
Entity Ex Transition Periodfalse
Document Transition Reportfalse
Entity File Number001-39897
Entity Incorporation, State or Country CodeDE
Entity Interactive Data CurrentYes
Class A Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding27,600,000
Class B Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding6,900,000

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)Mar. 31, 2021Dec. 31, 2020
Current assets
Cash $ 386,594
Prepaid expenses538,154
Total Current Assets924,748
Deferred offering costs15,562,855 137,336
Marketable securities held in trust account276,038,991
TOTAL ASSETS276,963,739 137,336
Current liabilities
Accrued expenses3,012,921 1,450
Accrued offering costs35,000 7,000
Promissory note — related party37,500 105,336
Total Current Liabilities3,047,921 113,786
Warrant liability13,695,500
Deferred underwriting fee payable9,660,000
Total Liabilities26,403,421 113,786
Commitments and Contingencies
Class A common stock subject to possible redemption 24,552,563 and no shares at redemption value at March 31, 2021 and December 31, 2020, respectively245,560,316
Stockholders’ Equity
Preferred Stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Class A common stock, $0.0001 par value; 70,000,000 shares authorized; 3,047,437 and no shares issued and outstanding (excluding 24,552,563 and no shares subject to possible redemption) as of March 31, 2021 and December 31, 2020, respectively305
Class B common stock, $0.0001 par value; 12,500,000 shares authorized; 6,900,000 shares issued and outstanding as of March 31, 2021 and December 31, 2020(1)690 690
Additional paid-in capital24,310
Retained Earnings (Accumulated deficit)4,999,007 (1,450)
Total Stockholders’ Equity5,000,002 23,550
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 276,963,739 $ 137,336

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parentheticals) - $ / sharesMar. 31, 2021Dec. 31, 2020
Subject to possible redemption, share24,552,563 24,552,563
Subject to possible redemption, per share redemption value (in Dollars per share)
Preferred stock par value (in Dollars per share) $ 0.0001 $ 0.0001
Preferred stock, shares authorized1,000,000 1,000,000
Preferred stock, shares issued0 0
Preferred stock, shares outstanding0 0
Class A common stock
Common stock par value (in Dollars per share) $ 0.0001 $ 0.0001
Common stock, shares authorized70,000,000 70,000,000
Common stock, shares issued3,047,437
Common stock, shares outstanding3,047,437
Class B common stock
Common stock par value (in Dollars per share) $ 0.0001 $ 0.0001
Common stock, shares authorized12,500,000 12,500,000
Common stock, shares issued6,900,000 6,900,000
Common stock, shares outstanding6,900,000 6,900,000

Condensed Consolidated Statemen

Condensed Consolidated Statement of Operations (Unaudited)3 Months Ended
Mar. 31, 2021USD ($)$ / sharesshares
Operating and formation costs $ 3,513,868
Loss from operations(3,513,868)
Other income (expense):
Change in fair value of warrant liability16,013,200
Transaction costs associated with IPO(603,941)
Fair value in excess of purchase price of private placement warrants(2,980,700)
Unrealized gain on marketable securities held in Trust Account38,991
Other income, net12,467,550
Net income $ 8,953,682
Basic and diluted weighted average shares outstanding (in Shares) | shares18,123,931
Basic and diluted net income per share (in Dollars per share) | $ / shares $ 0
Non-redeemable common stock
Other income (expense):
Basic and diluted weighted average shares outstanding (in Shares) | shares10,042,736
Basic and diluted net income per share (in Dollars per share) | $ / shares $ 0.89

Condensed Consolidated Statem_2

Condensed Consolidated Statement of Changes in Stockholders’ Equity (Unaudited) - 3 months ended Mar. 31, 2021 - USD ($)Class A Common StockClass B Common StockAdditional Paid-in CapitalRetained EarningsTotal
Balance at Dec. 31, 2020 $ 690 $ 24,310 $ (1,450) $ 23,550
Balance (in Shares) at Dec. 31, 2020 6,900,000
Sale of 27,600,000 Units, net of underwriting discounts, fair value of public warrant liability and offering expenses $ 2,760 241,580,326 241,583,086
Sale of 27,600,000 Units, net of underwriting discounts, fair value of public warrant liability and offering expenses (in Shares)27,600,000
Common stock subject to possible redemption $ (2,455) (241,604,636)(3,953,225)(245,560,316)
Common stock subject to possible redemption (in Shares)(24,552,563)
Net income 8,953,682 8,953,682
Balance at Mar. 31, 2021 $ 305 $ 690 $ 0 $ 4,999,007 $ 5,000,002
Balance (in Shares) at Mar. 31, 20213,047,437 6,900,000

Condensed Consolidated Statem_3

Condensed Consolidated Statement of Changes in Stockholders’ Equity (Unaudited) (Parentheticals)3 Months Ended
Mar. 31, 2021shares
Statement of Stockholders' Equity [Abstract]
Sale of Units, net of underwriting discounts, fair value of warrant liability and offering expenses27,600,000

Condensed Consolidated Statem_4

Condensed Consolidated Statement of Cash Flows (Unaudited)3 Months Ended
Mar. 31, 2021USD ($)
Cash Flows from Operating Activities:
Net income $ 8,953,682
Adjustments to reconcile net income to net cash used in operating activities:
Change in fair value of warrant liability0.65
Fair value in excess of purchase price of private placement warrants2,980,700
Transaction costs associated with initial public offering603,941
Unrealized gain on marketable securities held in Trust Account(38,991)
Changes in operating assets and liabilities:
Prepaid expenses(538,154)
Accrued expenses3,011,471
Net cash used in operating activities(1,040,551)
Cash Flows from Investing Activities:
Investment of cash into Trust Account(276,000,000)
Net cash used in Investing activities(276,000,000)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid270,480,000
Proceeds from sale of Private Placements Warrants7,270,000
Proceeds from promissory note - related party5,019
Repayment of promissory note - related party(110,119)
Payment of offering costs(217,755)
Net cash provided by financing activities277,427,145
Net Change in Cash386,594
Cash – Beginning
Cash – Ending386,594
Non-cash investing and financing activities:
Initial classification of Class A common stock subject to possible redemption233,021,970
Change in value of Class A common stock subject to possible redemption12,538,346
Initial classification of warrant liability29,708,700
Deferred underwriting fee payable $ 9,660,000

Description Of Organization And

Description Of Organization And Business Operations3 Months Ended
Mar. 31, 2021
Accounting Policies [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONSRotor Acquisition Corp.
(the “Company”) is a blank check company incorporated in Delaware on August 27, 2020. The Company was formed for the purpose
of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination
with one or more businesses (the “Business Combination”). The Company is an early stage and emerging growth company and,
as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. All activity through March
31, 2021 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”), and subsequent
to the Initial Public Offering, identifying a target company for a Business Combination. On April 5, 2021, the Company entered into an
Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”),
by and among the Company, Rotor Merger Sub Corp., a Delaware corporation and a wholly owned Subsidiary of the Company (“Merger
Sub”), and Sarcos Corp., a Utah corporation (“Sarcos”). For more information, see the Proposed Business Combination
described below. The registration statements
for the Company’s Initial Public Offering were declared effective on January 14, 2021. On January 20, 2021, the Company consummated
the Initial Public Offering of 27,600,000 units (the “Units” and, with respect to the shares of Class A common stock
included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriter of its over-allotment
option in the amount of 3,600,000 Units, at $10.00 per Unit, generating gross proceeds of $276,000,000, which is described in Note 3. Simultaneously with the
closing of the Initial Public Offering, the Company consummated the sale of 7,270,000 warrants (each, a “Private Placement Warrant”
and, collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement
to Rotor Sponsor LLC, an affiliate of the Company’s officers and directors (the “Sponsor”), and certain funds and accounts
managed by two qualified institutional buyers, generating gross proceeds of $7,270,000, which is described in Note 4. Transaction costs amounted
to $15,562,855, consisting of $5,520,000 of underwriting fees, $9,660,000 of deferred underwriting fees and $382,855 of other offering
costs. Following the closing of
the Initial Public Offering on January 20, 2021, an amount of $276,000,000 ($10.00 per Unit) from the net proceeds of the sale of the
Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”)
and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with
a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the
conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation
of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described
below. The Company’s management
has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the
Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a
Business Combination. NASDAQ rules provide that the Business Combination must be with one or more target businesses that together have
a fair market value equal to at least 80% of the balance in the Trust Account (less any deferred underwriting commissions and taxes payable
on interest earned on the Trust Account) at the time of the signing a definitive agreement to enter a Business Combination. The Company
will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting
securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register
as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no
assurance that the Company will be able to successfully effect a Business Combination. The Company will provide
its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion
of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called
to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder
approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders
will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated
to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to
the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect
to the Company’s warrants. The Company will proceed
with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation
of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business
Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or
other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate
of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”)
and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction
is required by law, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem
shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company
seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in
Note 5) and any Public Shares purchased after the Initial Public Offering in favor of approving a Business Combination. Additionally,
each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed Business
Combination or do not vote at all. Notwithstanding the above,
if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer
rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such
stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with
respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to
waive its redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business
Combination, (b) to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business
Combination within the Combination Period (defined below) and (c) not to propose an amendment to the Amended and Restated Certificate
of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with
the Company’s initial Business Combination or amendments to the Amended and Restated Certificate of Incorporation prior thereto
or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other
provision relating to stockholders’ rights or pre-initial business combination activity, unless the Company provides the public
stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company will have until
July 20, 2022 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business
Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as
promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable
in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust
Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses),
divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights
as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board
of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims
of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect
to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination
Period. The holders of the Founder
Shares have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination
within the Combination Period. However, if they acquire Public Shares in or after the Initial Public Offering, such Public Shares will
be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination
Period. The underwriter has agreed to waive its rights to the deferred underwriting commissions (see Note 6) held in the Trust Account
in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will
be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the
event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than
the Initial Public Offering price per Unit ($10.00). In order to protect the
amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party
for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering
into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) the
actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in
the value of the trust assets, in each case net of the interest which may be withdrawn to pay our taxes. This liability will not apply
with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except
as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities,
including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an
executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability
for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account
due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public
accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company
waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Proposed Business Combination On April 5, 2021, the Company entered the Merger
Agreement, by and among the Company, Merger Sub, and Sarcos. The transactions set forth in the Merger Agreement, including the Merger
(defined below), will constitute a “Business Combination” as contemplated by the Company’s Amended and Restated Certificate
of Incorporation. Unless expressly stated otherwise herein, capitalized terms used but not defined herein shall have such meanings ascribed
to them in the Merger Agreement. Subject to the terms and conditions set forth
in the Merger Agreement, Merger Sub will merge with and into Sarcos, with Sarcos surviving as a wholly owned subsidiary of the Company
(the “Merger”). Upon the Closing, the Company will change its name to “Sarcos Technology and Robotics Corp.” Subject to the terms and conditions set forth
in the Merger Agreement, in consideration of the Merger, holders of Sarcos’ equity (including shares of common stock, preferred
stock, restricted stock awards, options, restricted stock units and warrants) will receive 120,000,000 shares of common stock of the
Company in the aggregate, plus, if a Pre-Closing Financing is consummated by Sarcos prior to the Closing, an additional amount of shares
of Company common stock based on the amount of gross equity proceeds received by Sarcos from such Pre-Closing Financing (if any), not
to exceed an additional 5,000,000 shares of Company common stock in the aggregate (the “Closing Merger Consideration”). In
addition, each holder of Sarcos capital stock (including any capital stock subject to restricted stock awards) will be entitled to a
right to receive additional contingent consideration following the Closing in the form of an earn-out. This earnout will become payable
as follows: (a) 14,062,500 shares of common stock of the Company if the closing share price of a share of common stock of the Company
is equal to or exceeds $15.00 for 20 trading days in any 30 consecutive trading day period at any time during the period beginning on
the first anniversary of the Closing and ending on the fourth anniversary of the Closing, and (b) 14,062,500 shares of common stock of
the Company if the closing share price of a share of common stock of the Company is equal to or exceeds $20.00 for 20 trading days in
any 30 consecutive trading day period at any time during the period beginning on the first anniversary of the Closing and ending on the
fifth anniversary of the Closing. The amount of shares of Company common stock
into which each share of Sarcos capital stock will convert at the Closing of the Merger will be determined by reference to an Exchange
Ratio, which is calculated in accordance with the terms of the Merger Agreement, by dividing the Closing Merger Consideration by the
amount of fully-diluted outstanding Sarcos shares. At the Closing, each option to purchase shares
of Sarcos’ common stock will be converted into an option exercisable into a number of shares of common stock of the Company equal
to the number of Sarcos shares subject to such Sarcos option as of immediately prior to the Closing, multiplied by the Exchange Ratio.
Each award of Sarcos’ restricted stock units will be converted into a right to receive restricted stock units based on shares of
the common stock of the Company equal to the number of Sarcos shares subject to such Sarcos restricted stock unit as of immediately prior
to the Closing, multiplied by the Exchange Ratio. The Merger Agreement contains customary representations
and warranties of the parties thereto with respect to the parties, the transactions contemplated by the Merger Agreement and their respective
business operations and activities. The representations and warranties of the parties do not survive the Closing. The Merger Agreement contains customary covenants
of the parties thereto, including (a) the requirement to make appropriate filings and obtain clearance pursuant to the HSR Act, (b) the
use of reasonable best efforts to obtain the PIPE Financing, (c) preparation and filing of a proxy statement (the “Proxy Statement”),
and (d) the preparation and delivery of PCAOB audited financial statements for Sarcos. The Merger Agreement also contains mutual exclusivity
provisions prohibiting (a) Sarcos and its representatives and subsidiaries from initiating, soliciting, or otherwise encouraging an Acquisition
Proposal, (subject to certain limited exceptions specified therein), or entering into any contracts or agreements in connection therewith
and (b) the Company and its subsidiaries from initiating, soliciting, or otherwise encouraging any merger, capital stock exchange, asset
acquisition, stock purchase, reorganization, recapitalization or similar business combination (subject to limited exceptions specified
therein) or entering into any contracts or agreements in connection therewith. Consummation of the transactions contemplated
by the Merger Agreement is subject to conditions of the respective parties that are customary for a transaction of this type, including,
among others: (a) approval by the Company’s shareholders of certain proposals to be set forth in the Proxy Statement; (b) approval
of the Merger by the stockholders of Sarcos; (c) there being no laws or injunctions by governmental authorities or other legal restraint
prohibiting consummation of the transactions contemplated under the Merger Agreement; (d) the waiting period applicable to the Mergers
under the HSR Act having expired (or early termination having been granted); and (e) the Company having at least $5,000,001 in net tangible
assets. Sarcos has separate closing conditions, including,
among others: (a) that the sum of the amount in the Company’s trust account (calculated net of any stockholder redemptions but
prior to the payment of any Company transaction expenses), plus the proceeds of the PIPE Financing, equals or exceeds $200 million; and
(ii) the Waiver Agreement has not been amended or modified, other than as consented to in writing by Sarcos. The Company has separate closing conditions,
including, among others: (a) that no Company Material Adverse Effect has occurred and is continuing and uncured; (b) the Company shall
have entered into employment agreements with certain executives of Sarcos; (c) Sarcos shall have received the consent of Sarcos’
preferred stock to effect the conversion of shares of Sarcos’ preferred stock into shares of Sarcos’ Class A common stock
as of immediately prior to the Effective Time; and (d) Sarcos’ Warrants shall have been exercised as contemplated by the Warrant
Exercise Notices. The Merger Agreement may be terminated under
certain customary and limited circumstances prior to the closing of the Merger, including: (i) by mutual written consent of the Company
and Sarcos (ii) by either party if the other party’s representations or warranties are not true and correct or if the other party
failed to perform any of its covenants set forth in the Merger Agreement or any Ancillary Document such that the conditions to closing
would not be satisfied and such failure cannot or has not been cured within the earlier of 30 days’ notice by the other party,
(iii) subject to certain provisions for extension, by either party if the Closing has not occurred on or prior to six months following
the execution of the Merger Agreement, (iv) by either party if there is a final non-appealable Governmental Order preventing the consummation
of the transactions contemplated by the Merger Agreement, (v) by either party if the stockholders of the Company fail to approve certain
of the necessary stockholder approvals, (vi) by Sarcos if the Special Committee changes its recommendation, provided that Sarcos exercises
its termination right within ten business days of such change of recommendation, (vii) by the Company if Sarcos fails to deliver the
written consent of the stockholders of Sarcos approving the Merger Agreement within 24 hours following the execution and delivery of
the Merger Agreement, (viii) by the Company if the Conversion Written Consent is, at any time, no longer valid or is otherwise revoked
or rescinded and no longer effective to approve the Company Preferred Conversion; and (ix) by the Company if Sarcos failed to deliver
its PCAOB-compliant audited financials prior to 5:00 pm Eastern Time on April 15, 2021. If the Merger Agreement is validly terminated,
none of the parties will have any liability or any further obligation under the Merger Agreement with certain limited exceptions, including
liability arising out of Fraud. The Company’s CEO, one of its other directors
and certain members of Rotor Sponsor LLC, a Delaware limited liability company (the “Sponsor”) who are not directors or officers
of the Company are part of a group that (directly or through affiliates) acquired a minority equity investment in Sarcos in early 2020
(the “Rotor Sarcos Holders”). On January 30, 2021, the Company’s board of directors (the “Board”) authorized
the formation of a transaction review committee consisting solely of disinterested independent directors of the Company (the “Special
Committee”) and authorized the Special Committee to engage independent legal counsel. The Special Committee, which received a fairness
opinion from Houlihan Lokey Capital, Inc., an independent financial advisory firm engaged by the Special Committee, unanimously recommended
the approval of the Merger Agreement, the Merger and the transactions contemplated thereby to the Board and that the Board recommend
to the holders of the Company’s common stock that they approve such matters. On April 5, 2021, having received the Special Committee’s
recommendation, the Board unanimously approved the Merger Agreement, the Merger and the transactions contemplated thereby and recommended
their approval to the holders of the Company’s common stock. Concurrent with the execution of the Merger Agreement,
certain security holders of Sarcos (“Sarcos Holders”) entered into a lock-up agreement (each, a “Lock-up Agreement”)
with the Company. Pursuant to the Lock-up Agreement, Sarcos Holders agreed, among other things, to the following transfer restrictions
following the Closing: (i) Holders of shares of Sarcos preferred stock agreed, among other things, that (a) 50% of their shares may not
be transferred, until the earlier to occur of (x) six months following Closing, and (y) 120 days following the Closing if the stock price
of the Company’s common stock exceeds $13.00 for 20 trading days in any 30 consecutive trading day period, and (b) the remaining
50% of such shares may not be transferred for a period of one year following the Closing, and (ii) Holders of Sarcos’ common stock,
options, restricted stock awards and restricted stock unit awards agreed, among other things, that (1) 20% of such securities may not
be transferred until the earlier to occur of (a) 120 days after Closing if the stock price of the Company’s common stock exceeds
$13.00 for 20 trading days in any 30 consecutive trading day period, and (b) 6 months after closing; and (2) the remaining 80% can be
transferred at the earlier of (A) delivery to customers of at least twenty Guardian® XO® and/or Guardian® XT commercial units
to customers of the Constituent Corporations (but in no event prior to the close of business on the one year anniversary of the date
of Closing) and (B) the close of business on the second anniversary of the date of Closing. Concurrent with the execution of the Merger Agreement,
the Rotor Sarcos Holders, including the holders of all outstanding Company Warrants, entered into a lock-up agreement (the “Other
Lock-up Agreement”) with the Company. Pursuant to the Other Lock-up Agreement, such stockholders agreed, among other things, to
certain transfer restrictions for a period of one year following the Closing. Concurrent with the execution of the Merger Agreement,
the Company entered into subscription agreements (each, a “Subscription Agreement”) with certain investors (the “PIPE
Investors”) pursuant to which, among other things, the PIPE Investors have agreed to subscribe for and purchase, and the Company
has agreed to issue and sell to the PIPE Investors an aggregate of 22,000,000 shares of common stock of the Company, at a per share price
of $10.00 for an aggregate purchase price of $220 million concurrent with the Closing, on the terms and subject to the conditions set
forth therein (the “PIPE Financing”). The Subscription Agreement contains customary representations and warranties of the
Company, on the one hand, and each PIPE Investor, on the other hand, and customary conditions to closing, including the consummation
of the transactions contemplated by the Merger Agreement. Each Subscription Agreement provides that the Company will grant the PIPE Investors
certain customary registration rights. Prior to the Closing, the Company, Sponsor, certain
holders of Class B Common Stock in the Company entered into a waiver agreement (the “Waiver Agreement”) pursuant to which
Sponsor and certain other holders of Class B Common Stock in the Company have agreed, among other things, to irrevocably waive their
respective anti-dilution and conversion rights set forth in the Company’s Amended and Restated Certificate of Incorporation and
to forfeit a certain number of Rotor Class B Shares and Rotor Warrants. The Merger Agreement contemplates that, at the
Closing, the Company, the Sponsor, and certain Sarcos stockholders will enter into the Registration Rights Agreement pursuant to which,
among other things, the Company will agree to undertake certain shelf registration obligations in accordance with the Securities Act
of 1933, as amended (the “Securities Act”), and certain subsequent related transactions and obligations, including, among
other things, undertaking certain registration obligations, and the preparation and filing of required documents. Going Concern Consideration At March 31, 2021, the Company had $386,594 in cash and a working
capital deficit of $2,123,173. The Company has incurred and expects to continue to incur significant costs in pursuit of its financing
and acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within
one year after the date that the financial statements are issued. There is no assurance that the Company’s plans to consummate
a Business Combination or raise additional funds will be successful within the Combination Period. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty. Risks and Uncertainties Management is currently
evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative
effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is
not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

Summary of Significant Accounti

Summary of Significant Accounting Policies3 Months Ended
Mar. 31, 2021
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESNOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES Basis of Presentation The accompanying unaudited
Condensed Consolidated Financial statements have been prepared in accordance with accounting principles generally accepted in the United
States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article
8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance
with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly,
they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations,
or cash flows. In the opinion of management, the accompanying unaudited Condensed Consolidated Financial statements include all adjustments,
consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and
cash flows for the periods presented. The accompanying unaudited
Condensed Consolidated Financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering
as filed with the SEC on January 26, 2021, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on January
26, 2021 and the Company’s Current Report on 8-KA, as filed with the SEC on May 14, 2021. The interim results for the three months
ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future
periods. Emerging Growth Company The Company is an “emerging
growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012
(the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable
to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the
independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations
regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding
advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1)
of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until
private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class
of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS
Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging
growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition
period which means that when a standard is issued or revised and it has different application dates for public or private companies,
the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised
standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging
growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because
of the potential differences in accounting standards used. Use of Estimates The preparation of the Condensed
Consolidated Financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires
management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation
or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate,
could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly
from those estimates. Cash and Cash Equivalents The Company considers all
short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of March 31, 2021,
the Company had cash equivalents of $386,594. The Company did not have any cash equivalents as of December 31, 2020. Marketable Securities Held in Trust Account At March 31, 2021, substantially
all of the assets held in the Trust Account were invested primarily in U.S. Treasury bills (see Note 9). The Company accounts for its
securities held in the Trust Account in accordance with the guidance in Accounting Standards Codification ("ASC") Topic 320
"Debt and Equity Securities." These securities are classified as trading securities with unrealized gains/losses, if any, recognized
through the statement of operations. All of the Company’s
investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair
value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account
are included in interest earned on marketable securities held in Trust Account in the accompanying statement of operations. The estimated
fair values of investments held in Trust Account are determined using available market information. Offering Costs Offering
costs amounting to $ were charged to shareholders’ equity upon the completion
of the Initial Public Offering, and $603,941 of the offering costs were related to the warrant liabilities and charged to the statement
of operations. The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”)
Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees that are related
to the IPO. Accordingly, on January 20, 2021, offering costs totaling $15,562,855 (consisting of $5,520,000 in underwriters’ discount,
$9,660,000 in deferred underwriters’ discount, and $382,855 other offering expenses) have been allocated to the separable financial
instruments issued in the Initial Public Offering based on a relative fair value basis compared to total proceeds received. Offering costs
associated with warrant liabilities of $603,941 have been expensed and presented as non-operating expenses in the statement of operations
and offering costs associated with the Class A ordinary shares have been charged to shareholders’ equity. Warrant Liability The Company accounts for
warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms
and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification
(“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC
815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition
of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including
whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment,
which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period
end date while the warrants are outstanding. For issued or modified warrants
that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in
capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants
are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the
estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the
warrants was estimated using a Monte Carlo simulation approach (see Note 9). Class A Common Stock Subject to Possible
Redemption The Company accounts for
its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”)
Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified
as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features
redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not
solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’
equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s
control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2021 and December 31, 2020, Class A common stock
subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section
of the Company’s balance sheets. Income Taxes The Company follows the
asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities
are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts
of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax
rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment
date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes
a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or
expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained
upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as
income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2021 and
December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals
or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
The effective tax rate differs from the statutory tax rate for the period presented due to the valuation allowance recorded on the Company’s
net operating losses and permanent differences. Net income per Common Share Net income per share is computed by dividing net income by the weighted-average
number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture. The Company has
not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 21,070,000
shares in the calculation of diluted income per share, since the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes
a presentation of income per share for common stock subject to possible redemption in a manner similar to the two-class method of income
per share. Net income per common share, basic and diluted, for Class A common stock subject to possible redemption is calculated by dividing
the proportionate share of income or loss on marketable securities held by the Trust Account, net of applicable franchise and income
taxes, by the weighted average number of Class A common stock subject to possible redemption outstanding since original issuance. Net income per share, basic and diluted, for
non-redeemable common stock is calculated by dividing the net income, adjusted for income or loss on marketable securities attributable
to Class A common stock subject to possible redemption, by the weighted average number of non-redeemable common stock outstanding for
the period. Non-redeemable common stock includes Founder
Shares and non-redeemable shares of common stock as these shares do not have any redemption features. Non-redeemable common stock participates
in the income or loss on marketable securities based on non-redeemable shares’ proportionate interest. The following table reflects the calculation
of basic and diluted net income per common share (in dollars, except per share amounts):
Three Months Ended
Class A common stock subject to possible redemption
Numerator: Earnings allocable to Class A common stock subject to possible redemption
Interest earned on marketable securities held in Trust Account
Unrealized gain on marketable securities held in Trust Account 34,686
Less: interest available to be withdrawn for payment of taxes (29,653 )
Net income allocable to shares subject to possible redemption $ 5,033
Denominator: Weighted Average Class A common stock subject to possible redemption
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 18,123,931
Basic and diluted net income per share, Class A common stock subject to possible redemption $ 0.00
Non-Redeemable Common Stock
Numerator: Net Income minus Net Earnings
Net income $ 8,952,682
Less: Net income allocable to Class A common stock subject to possible redemption (5,033 )
Non-Redeemable Net Income $ 8,947,649
Denominator: Weighted Average Non-redeemable Common stock
Basic and diluted weighted average shares outstanding, Non-redeemable Common stock 10,042,736
Basic and diluted net income per share, Non-redeemable Common stock $ 0.89 Concentration of Credit Risk Financial instruments that potentially subject
the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal
Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts. Fair Value of Financial Instruments The fair value of the Company’s assets
and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying
amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would
be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement
date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives
the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the
lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
● Level 1, defined as observable inputs such as quoted prices
(unadjusted) for identical instruments in active markets;
● Level 2, defined as inputs other than quoted prices in active
markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices
for identical or similar instruments in markets that are not active; and
● Level 3, defined as unobservable inputs in which little or
no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques
in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used
to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement
is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Financial Instruments The Company evaluates its financial instruments
to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic
815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative
instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the
fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments
should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified
in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required
within 12 months of the balance sheet date. Recent Accounting Standards Management does not believe
that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s
Condensed Consolidated Financial statements.

Initial Public Offering

Initial Public Offering3 Months Ended
Mar. 31, 2021
Initial Public Offering [Abstract]
INITIAL PUBLIC OFFERINGNOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the
Company sold 27,600,000 Units which includes a full exercise by the underwriters of their over-allotment option in the amount of 3,600,000
Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of the Company’s Class A common stock, $0.0001
par value, and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase
one share of Class A common stock at an exercise price of $11.50 per whole share (see Note 8).

Private Placement

Private Placement3 Months Ended
Mar. 31, 2021
Private Placement [Abstract]
PRIVATE PLACEMENTNOTE 4. PRIVATE PLACEMENT Simultaneously with the closing
of the Initial Public Offering, the Sponsor and certain funds and accounts managed by two qualified institutional investors purchased
an aggregate of 7,270,000 Private Placement Warrants, each exercisable to purchase one share of Class A common stock at a price of $11.50
per share, in a private placement. The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the
Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period,
the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the
requirements of applicable law) and the Private Placement Warrants will expire worthless. At the closing of the Private Placement, on
January 20, 2021, $212,308 of excess funding was repaid to the Sponsor. As a result of the fair value of the private placement warrants
exceeding the purchase price paid of the private placement warrants, the Company recorded an expense of $2,980,700. In connection with the foregoing, the Company
issued to the two qualified institutional investors an aggregate of 790,384 shares of Class B common stock upon consummation of the Initial
Public Offering. The Company received an aggregate of $7,270,000 from these sales of Private Placement Warrants and shares of Class B
common stock.

Related Party Transactions

Related Party Transactions3 Months Ended
Mar. 31, 2021
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONSNOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On September 15, 2020, the
Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 5,750,000 shares of Class B common stock
(the “Founder Shares”). On January 14, 2021, the Company effected a stock dividend of 0.2 shares for each outstanding Founder
Share, resulting in an aggregate of 6,900,000 Founder Shares outstanding. The Founder Shares included an aggregate of up to 900,000 shares
subject to forfeiture to the extent that the underwriter’s over-allotment was not exercised in full or in part, so that the holders
of the Founder Shares would collectively own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after
the Initial Public Offering (not including any Public Shares purchased in the Initial Public Offering). As a result of the underwriter’s
election to fully exercise the over-allotment option, no Founder Shares are currently subject to forfeiture. The holders of the Founder
Shares have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier
to occur of: (1) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if
the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock
dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing
at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital
stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their
shares of common stock for cash, securities or other property. On April 5, 2021, the Company, Sponsor, and certain
holders of Class B Common Stock in the Company entered into the Waiver Agreement pursuant to which Sponsor and certain other holders
of Class B Common Stock in the Company have agreed, among other things, to irrevocably waive their respective anti-dilution and conversion
rights set forth in the Company’s Amended and Restated Certificate of Incorporation and to forfeit a certain number of Rotor Class
B Shares and Rotor Warrants. For more information, see the description of the Waiver Agreement in Note 1 above. Promissory Notes — Related Party On September 14, 2020,
the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note pursuant to which the Company could borrow
up to an aggregate principal amount of $150,000. The Promissory Note was non-interest bearing and payable on the earlier of (i) June
30, 2021, (ii) the consummation of the Initial Public Offering or (iii) the date on which the Company determines not to proceed
with the Initial Public Offering. As of December 31, 2020, there were $105,336 and outstanding under the Promissory Note, which was repaid
in January 2021. Related Party Loans In order to finance transaction costs in connection with a Business
Combination, the Sponsor or an affiliate of the Sponsor or the Company’s directors and officers or their affiliates may, but are
not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business
Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise,
the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does
not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds
held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital
Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either
be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such
Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant. The warrants
would be identical to the Private Placement Warrants. Executive Compensation The Company may pay salaries
or consulting fees to its officers prior to a Business Combination of up to an aggregate of $300,000 for their services in assisting the
Company in locating and consummating a Business Combination. The Company pays to two officers
an aggregate amount of $15,000 per month for services rendered to the Company. There is no contractual obligation requiring the
Company to make these payments and it may determine to cease doing so at any time. For the quarter ended March 31, 2021, the Company incurred
and paid $37,500 in fees related to these services. PIPE Financing Messrs. Brian Finn, John Howard and Stefan Selig,
each a director of the Company, is each a PIPE Investor, whereby each of Messrs. Finn, Howard and Selig agreed to purchase common stock
of the Company, with aggregate commitments of $1.3 million, $1 million and $250,000, respectively. For more information, see the description
of the PIPE Financing in Note 1 above.

Commitments and Contingencies

Commitments and Contingencies3 Months Ended
Mar. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIESNOTE 6. COMMITMENTS Registration Rights Pursuant to a registration
rights agreement entered into on January 14, 2021, the holders of the Founder Shares, Private Placement Warrants and any warrants that
may be issued upon conversion of the Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of
the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder
Shares) will be entitled to registration rights pursuant to a registration rights agreement. The holders of these securities are entitled
to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain
“piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business
Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. The PIPE
Investors have certain customary registration rights pursuant to the Subscription Agreements. In particular, the Company has agreed to
register for resale with the SEC the common stock issued pursuant to the PIPE Financing within 30 calendar days following the consummation
of the Proposed Business Combination. For more information regarding the PIPE Financing, see the description of the Proposed Business
Combination in Note 1 above. Underwriting Agreement The underwriter is entitled
to a deferred fee of $0.35 per Unit, or $9,660,000 in the aggregate. The deferred fee will become payable to the underwriter from the
amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the
underwriting agreement. PIPE Financing Concurrent with the execution of the Merger Agreement,
the Company entered into Subscription Agreements with the PIPE Investors pursuant to which, among other things, the PIPE Investors have
agreed to subscribe for and purchase, and the Company has agreed to issue and sell to the PIPE Investors an aggregate of 22,000,000 shares
of common stock of the Company, at a per share price of $10.00 for an aggregate purchase price of $220 million concurrent with the Closing,
on the terms and subject to the conditions set forth therein. For more information regarding the PIPE Financing, see the description
of the Proposed Business Combination in Note 1 above and the description of the Pipe Financing in Note 5 above.

Stockholders' Equity

Stockholders' Equity3 Months Ended
Mar. 31, 2021
Stockholders' Equity Note [Abstract]
STOCKHOLDERS’ EQUITYNOTE 7. STOCKHOLDERS’ EQUITY Preferred Stock Class A Common
Stock Class B Common
Stock — Holders of Class A
common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of shareholders,
except as required by law; provided that prior to an initial Business Combination, only holders of Founder Shares will have the right
to vote on the appointment of directors. The shares of Class B
common stock will automatically convert into shares of Class A common stock on the first business day following the completion of
a Business Combination at a ratio such that the number of shares of Class A common stock issuable upon conversion of all Founder
Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of shares of common stock
issued and outstanding upon completion of the Initial Public Offering, plus (ii) the sum of (a) all shares of common stock
issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or deemed issued by the Company in connection
with or in relation to the completion of a Business Combination, excluding (1) any shares of Class A common stock or equity-linked
securities exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in a Business
Combination and any (2) Private Placement Warrants issued to the Sponsor or any of its affiliates upon conversion of Working Capital
Loans minus (b) the number of public shares redeemed by public stockholders in connection with a Business Combination. In no event
will the shares of Class B common stock convert into shares of Class A common stock at a rate of less than one to one.

Warrant Liability

Warrant Liability3 Months Ended
Mar. 31, 2021
Derivative Instruments and Hedging Activities Disclosure [Abstract]
WARRANT LIABILITYNOTE 8. WARRANT LIABILITY Public Warrants may only be exercised for a whole
number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable
on the later of (a) 30 days after the consummation of a Business Combination or (b) one year from the closing of the Initial Public Offering.
The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver
any Class A common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise
unless a registration statement under the Securities Act covering the issuance of the Class A common stock issuable upon exercise of
the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations
with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common
stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed
to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable,
but in no event later than twenty business days after the closing of a Business Combination, it will use its commercially reasonable
efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common
stock issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective
and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or
redemption of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the issuance
of the shares of our Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the
closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any
period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis”
in accordance with Section 3(a)(9) of the Securities Act or another exemption. In addition, if the Class A common stock are at the time
of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security”
under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of the Public Warrants who exercise their
warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company
elect to do so, the Company will not be required to file or maintain in effect a registration statement, but the Company will use its
best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of Warrants When the Price per
share of Class A common stock Equals or Exceeds $18.00
● in
whole and not in part;
● at
a price of $0.01 per Public Warrant;
● upon
not less than 30 days’ prior written notice of redemption to each warrant holder; and
● if,
and only if, the last reported sale price of the shares of Class A common stock for any 20
trading days within a 30-trading day period commencing after the warrants become exercisable
and ending three business days before the Company sends to the notice of redemption to the
warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as
adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like). If and when the warrants become redeemable by
the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for
sale under all applicable state securities laws. Redemption of Warrants When the Price per
share of Class A common stock Equals or Exceeds $10.00
● in
whole and not in part;
● at
$0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided
that holders will be able to exercise their warrants on a cashless basis prior to redemption
and receive that number of shares based on the redemption date and the fair market value
of the shares of Class A common stock;
● if,
and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for stock
splits, stock dividends, reorganizations, recapitalizations and the like); and
● if
the Reference Value is less than $18.00 per share (as adjusted for stock splits, stock dividends,
reorganizations, recapitalizations and the like) the private placement warrants must also
be concurrently called for redemption on the same terms (except as described above with respect
to a holder’s ability to cashless exercise its warrants) as the outstanding public
warrants, as described above. The exercise price and number
of Class A common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the
event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described
below, the Public Warrants will not be adjusted for issuances of Class A common stock at a price below its exercise price. Additionally,
in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination
within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive
any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held
outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional
shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial
Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such
issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any
such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates,
as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances
represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial
Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume
weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior
to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20
per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market
Value and the Newly Issued Price and the $10.00 and $18.00 per share redemption trigger price described above will be adjusted (to the
nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. The Private Placement Warrants are identical
to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and
the common shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until
30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement
Warrants will be exercisable on a cashless basis and will be non-redeemable so long as they are held by the initial purchasers or their
permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees,
the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

Fair Value Measurements

Fair Value Measurements3 Months Ended
Mar. 31, 2021
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTSNOTE 9. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for
its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets
and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial
assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale
of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the
measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of
observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions
about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and
liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
Level 1: Quoted prices
in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions
for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2: Observable inputs other
than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted
prices for identical assets or liabilities in markets that are not active.
Level 3: Unobservable inputs based
on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about
the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2021, and indicates the
fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
Description Level March 31, 2021 December 31,
Assets:
Marketable securities held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 276,038,585 $ —
Liabilities:
Warrant Liability – Public Warrants 1 $ 8,970,000 —
Warrant Liability – Private Placement Warrants 3 4,725,500 — At March 31, 2021, assets held in the Trust Account
were comprised of $406 in cash and $276,038,585 in U.S. Treasury securities. The Warrants were accounted for as liabilities
in accordance with ASC 815-40 and are presented within warrant liabilities on our balance sheet. The warrant liabilities are measured
at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities
in the consolidated statement of operations. The Private Warrants were valued using a binomial lattice
model, which is considered to be a Level 3 fair value measurement. The binomial lattice primary unobservable input utilized in determining
the fair value of the Private Warrants is the expected volatility of the common stock. The expected volatility as of the IPO date was
derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected
volatility as of subsequent valuation dates was implied from the Company’s own public warrant pricing. A Monte Carlo simulation
methodology was used in estimating the fair value of the public warrants for periods where no observable traded price was available,
using the same expected volatility as was used in measuring the fair value of the Private Warrants. For periods subsequent to the detachment
of the warrants from the Units, the close price of the public warrant price was used as the fair value as of each relevant date. The following table provides
quantitative information regarding Level 3 fair value measurements at January 20, 2021 (Initial Measurement) and March 31, 2021 (Private
Placement Warrants only):
At As of
January 20, March 31,
2021 (Initial measurement) 2021
Stock price $ 10.45 $ 9.80
Strike price $ 11.50 $ 11.50
Volatility 20.5 % 10.9 %
Risk-free rate 0.62 % 1.11 %
Dividend yield 0.0 % 0.0 %
Fair value of warrants $ 1.41 $ 0.65 The following table presents the changes in the fair value of warrant
liabilities:
Private Placement Public Warrant Liabilities
Fair value as of January 1, 2021 $ — $ — $ —
Initial measurement on January 20, 2021 10,250,700 19,458,000 29,708,700
Change in valuation inputs or other assumptions (5,525,200 ) (10,488,000 ) (16,013,200 )
Fair value as of March 31, 2021 $ 4,725,500 $ 8,970,000 $ 13,695,500 There were transfers out of Level 3 fair value hierarchy totaling $19,458,000
during the period ended March 31, 2021.

Subsequent Events

Subsequent Events3 Months Ended
Mar. 31, 2021
Subsequent Events [Abstract]
SUBSEQUENT EVENTSNOTE 10. SUBSEQUENT EVENTS Merger Agreement On April 5, 2021, the Company entered into a
definitive business combination agreement with Sarcos Corp., a Utah corporation. Completion of the transaction is subject to approval
of the Company’s stockholders and the satisfaction or waiver of certain other customary closing conditions. The Company evaluated subsequent
events and transactions that occurred after the balance sheet date up to the date that the Condensed Consolidated Financial statements
were issued. Based upon this review, other than the item noted in the preceding paragraph, the Company did not identify any subsequent
events that would have required adjustment or disclosure in the Condensed Consolidated Financial statements.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)3 Months Ended
Mar. 31, 2021
Accounting Policies [Abstract]
Basis of PresentationBasis of Presentation The accompanying unaudited
Condensed Consolidated Financial statements have been prepared in accordance with accounting principles generally accepted in the United
States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article
8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance
with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly,
they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations,
or cash flows. In the opinion of management, the accompanying unaudited Condensed Consolidated Financial statements include all adjustments,
consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and
cash flows for the periods presented. The accompanying unaudited
Condensed Consolidated Financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering
as filed with the SEC on January 26, 2021, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on January
26, 2021 and the Company’s Current Report on 8-KA, as filed with the SEC on May 14, 2021. The interim results for the three months
ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future
periods.
Emerging Growth CompanyEmerging Growth Company The Company is an “emerging
growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012
(the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable
to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the
independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations
regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding
advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1)
of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until
private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class
of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS
Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging
growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition
period which means that when a standard is issued or revised and it has different application dates for public or private companies,
the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised
standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging
growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because
of the potential differences in accounting standards used.
Use of EstimatesUse of Estimates The preparation of the Condensed
Consolidated Financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires
management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation
or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate,
could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly
from those estimates.
Cash and Cash EquivalentsCash and Cash Equivalents The Company considers all
short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of March 31, 2021,
the Company had cash equivalents of $386,594. The Company did not have any cash equivalents as of December 31, 2020.
Marketable Securities Held in Trust AccountMarketable Securities Held in Trust Account At March 31, 2021, substantially
all of the assets held in the Trust Account were invested primarily in U.S. Treasury bills (see Note 9). The Company accounts for its
securities held in the Trust Account in accordance with the guidance in Accounting Standards Codification ("ASC") Topic 320
"Debt and Equity Securities." These securities are classified as trading securities with unrealized gains/losses, if any, recognized
through the statement of operations. All of the Company’s
investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair
value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account
are included in interest earned on marketable securities held in Trust Account in the accompanying statement of operations. The estimated
fair values of investments held in Trust Account are determined using available market information.
Offering CostsOffering Costs Offering
costs amounting to $ were charged to shareholders’ equity upon the completion
of the Initial Public Offering, and $603,941 of the offering costs were related to the warrant liabilities and charged to the statement
of operations. The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”)
Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees that are related
to the IPO. Accordingly, on January 20, 2021, offering costs totaling $15,562,855 (consisting of $5,520,000 in underwriters’ discount,
$9,660,000 in deferred underwriters’ discount, and $382,855 other offering expenses) have been allocated to the separable financial
instruments issued in the Initial Public Offering based on a relative fair value basis compared to total proceeds received. Offering costs
associated with warrant liabilities of $603,941 have been expensed and presented as non-operating expenses in the statement of operations
and offering costs associated with the Class A ordinary shares have been charged to shareholders’ equity.
Warrant LiabilityWarrant Liability The Company accounts for
warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms
and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification
(“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC
815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition
of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including
whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment,
which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period
end date while the warrants are outstanding. For issued or modified warrants
that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in
capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants
are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the
estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the
warrants was estimated using a Monte Carlo simulation approach (see Note 9).
Class A Common Stock Subject to Possible RedemptionClass A Common Stock Subject to Possible
Redemption The Company accounts for
its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”)
Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified
as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features
redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not
solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’
equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s
control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2021 and December 31, 2020, Class A common stock
subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section
of the Company’s balance sheets.
Income TaxesIncome Taxes The Company follows the
asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities
are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts
of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax
rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment
date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes
a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or
expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained
upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as
income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2021 and
December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals
or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
The effective tax rate differs from the statutory tax rate for the period presented due to the valuation allowance recorded on the Company’s
net operating losses and permanent differences.
Net Loss Per Common ShareNet income per Common Share Net income per share is computed by dividing net income by the weighted-average
number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture. The Company has
not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 21,070,000
shares in the calculation of diluted income per share, since the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes
a presentation of income per share for common stock subject to possible redemption in a manner similar to the two-class method of income
per share. Net income per common share, basic and diluted, for Class A common stock subject to possible redemption is calculated by dividing
the proportionate share of income or loss on marketable securities held by the Trust Account, net of applicable franchise and income
taxes, by the weighted average number of Class A common stock subject to possible redemption outstanding since original issuance. Net income per share, basic and diluted, for
non-redeemable common stock is calculated by dividing the net income, adjusted for income or loss on marketable securities attributable
to Class A common stock subject to possible redemption, by the weighted average number of non-redeemable common stock outstanding for
the period. Non-redeemable common stock includes Founder
Shares and non-redeemable shares of common stock as these shares do not have any redemption features. Non-redeemable common stock participates
in the income or loss on marketable securities based on non-redeemable shares’ proportionate interest. The following table reflects the calculation
of basic and diluted net income per common share (in dollars, except per share amounts):
Three Months Ended
Class A common stock subject to possible redemption
Numerator: Earnings allocable to Class A common stock subject to possible redemption
Interest earned on marketable securities held in Trust Account
Unrealized gain on marketable securities held in Trust Account 34,686
Less: interest available to be withdrawn for payment of taxes (29,653 )
Net income allocable to shares subject to possible redemption $ 5,033
Denominator: Weighted Average Class A common stock subject to possible redemption
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 18,123,931
Basic and diluted net income per share, Class A common stock subject to possible redemption $ 0.00
Non-Redeemable Common Stock
Numerator: Net Income minus Net Earnings
Net income $ 8,952,682
Less: Net income allocable to Class A common stock subject to possible redemption (5,033 )
Non-Redeemable Net Income $ 8,947,649
Denominator: Weighted Average Non-redeemable Common stock
Basic and diluted weighted average shares outstanding, Non-redeemable Common stock 10,042,736
Basic and diluted net income per share, Non-redeemable Common stock $ 0.89
Concentration of Credit RiskConcentration of Credit Risk Financial instruments that potentially subject
the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal
Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts.
Fair Value of Financial InstrumentsFair Value of Financial Instruments The fair value of the Company’s assets
and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying
amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature.
Fair Value MeasurementsFair Value Measurements Fair value is defined as the price that would
be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement
date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives
the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the
lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
● Level 1, defined as observable inputs such as quoted prices
(unadjusted) for identical instruments in active markets;
● Level 2, defined as inputs other than quoted prices in active
markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices
for identical or similar instruments in markets that are not active; and
● Level 3, defined as unobservable inputs in which little or
no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques
in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used
to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement
is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Derivative Financial InstrumentsDerivative Financial Instruments The Company evaluates its financial instruments
to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic
815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative
instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the
fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments
should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified
in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required
within 12 months of the balance sheet date.
Recent Accounting StandardsRecent Accounting Standards Management does not believe
that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s
Condensed Consolidated Financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)3 Months Ended
Mar. 31, 2021
Accounting Policies [Abstract]
Schedule of basic and diluted loss per common shareThree Months Ended
Class A common stock subject to possible redemption
Numerator: Earnings allocable to Class A common stock subject to possible redemption
Interest earned on marketable securities held in Trust Account
Unrealized gain on marketable securities held in Trust Account 34,686
Less: interest available to be withdrawn for payment of taxes (29,653 )
Net income allocable to shares subject to possible redemption $ 5,033
Denominator: Weighted Average Class A common stock subject to possible redemption
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 18,123,931
Basic and diluted net income per share, Class A common stock subject to possible redemption $ 0.00
Non-Redeemable Common Stock
Numerator: Net Income minus Net Earnings
Net income $ 8,952,682
Less: Net income allocable to Class A common stock subject to possible redemption (5,033 )
Non-Redeemable Net Income $ 8,947,649
Denominator: Weighted Average Non-redeemable Common stock
Basic and diluted weighted average shares outstanding, Non-redeemable Common stock 10,042,736
Basic and diluted net income per share, Non-redeemable Common stock $ 0.89

Fair Value Measurements (Tables

Fair Value Measurements (Tables)3 Months Ended
Mar. 31, 2021
Fair Value Disclosures [Abstract]
Schedule of assets and liabilities that are measured at fair value on a recurring basis and indicates the fair value hierarchy of the valuation inputsDescription Level March 31, 2021 December 31,
Assets:
Marketable securities held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 276,038,585 $ —
Liabilities:
Warrant Liability – Public Warrants 1 $ 8,970,000 —
Warrant Liability – Private Placement Warrants 3 4,725,500 —
Schedule of quantitative information regarding Level 3 fair value measurementsAt As of
January 20, March 31,
2021 (Initial measurement) 2021
Stock price $ 10.45 $ 9.80
Strike price $ 11.50 $ 11.50
Volatility 20.5 % 10.9 %
Risk-free rate 0.62 % 1.11 %
Dividend yield 0.0 % 0.0 %
Fair value of warrants $ 1.41 $ 0.65
Schedule of warrant liabilityPrivate Placement Public Warrant Liabilities
Fair value as of January 1, 2021 $ — $ — $ —
Initial measurement on January 20, 2021 10,250,700 19,458,000 29,708,700
Change in valuation inputs or other assumptions (5,525,200 ) (10,488,000 ) (16,013,200 )
Fair value as of March 31, 2021 $ 4,725,500 $ 8,970,000 $ 13,695,500

Description Of Organization A_2

Description Of Organization And Business Operations (Details) - USD ($)1 Months Ended3 Months Ended
Jan. 20, 2021Mar. 31, 2021
Description Of Organization And Business Operations (Details) [Line Items]
Issuance of shares (in Shares)27,600,000
Sale of per share price (in Dollars per share) $ 10
Gross proceeds $ 7,270,000
Transaction costs15,562,855
Underwriting fees5,520,000
Deferred underwriting fees9,660,000
Other offering costs $ 382,855
Net proceeds amount $ 276,000,000
Proposed public offering (in Dollars per share) $ 10 $ 10
Fair market value percentage80.00%
Outstanding voting securities percentage50.00%
Additional of public per share (in Dollars per share) $ 10
Net tangible assets $ 5,000,001
Aggregate of percentage15.00%
Redemption of public shares percentage100.00%
Interest expenses $ 100,000
Merger agreement, description(if any), not to exceed an additional 5,000,000 shares of Company common stock in the aggregate (the “Closing Merger Consideration”). In addition, each holder of Sarcos capital stock (including any capital stock subject to restricted stock awards) will be entitled to a right to receive additional contingent consideration following the Closing in the form of an earn-out. This earnout will become payable as follows: (a) 14,062,500 shares of common stock of the Company if the closing share price of a share of common stock of the Company is equal to or exceeds $15.00 for 20 trading days in any 30 consecutive trading day period at any time during the period beginning on the first anniversary of the Closing and ending on the fourth anniversary of the Closing, and (b) 14,062,500 shares of common stock of the Company if the closing share price of a share of common stock of the Company is equal to or exceeds $20.00 for 20 trading days in any 30 consecutive trading day period at any time during the period beginning on the first anniversary of the Closing and ending on the fifth anniversary of the Closing.
Proceeds of PIPE Financing $ 200,000,000
Share price (in Dollars per share) $ 10.45 $ 10
Aggregate purchase price $ 220,000,000
Cash386,594
Working capital deficit $ 2,123,173
PIPE Investor [Member]
Description Of Organization And Business Operations (Details) [Line Items]
Issued and sell to PIPE investors (in Shares)22,000,000
Restricted Stock Units (RSUs) [Member]
Description Of Organization And Business Operations (Details) [Line Items]
Issuance of shares (in Shares)120,000,000
IPO [Member]
Description Of Organization And Business Operations (Details) [Line Items]
Issuance of shares (in Shares)27,600,000 27,600,000
Sale of per share price (in Dollars per share) $ 1
Sale of warrants (in Shares)7,270,000
Over-Allotment Option [Member]
Description Of Organization And Business Operations (Details) [Line Items]
Issuance of shares (in Shares)3,600,000
Sale of per share price (in Dollars per share) $ 10
Gross proceeds $ 276,000,000
Lock Up Agreement [Member]
Description Of Organization And Business Operations (Details) [Line Items]
Merger agreement, description(a) 50% of their shares may not be transferred, until the earlier to occur of (x) six months following Closing, and (y) 120 days following the Closing if the stock price of the Company’s common stock exceeds $13.00 for 20 trading days in any 30 consecutive trading day period, and (b) the remaining 50% of such shares may not be transferred for a period of one year following the Closing, and (ii) Holders of Sarcos’ common stock, options, restricted stock awards and restricted stock unit awards agreed, among other things, that (1) 20% of such securities may not be transferred until the earlier to occur of (a) 120 days after Closing if the stock price of the Company’s common stock exceeds $13.00 for 20 trading days in any 30 consecutive trading day period, and (b) 6 months after closing; and (2) the remaining 80% can be transferred at the earlier of (A) delivery to customers of at least twenty Guardian® XO® and/or Guardian® XT commercial units to customers of the Constituent Corporations (but in no event prior to the close of business on the one year anniversary of the date of Closing) and (B) the close of business on the second anniversary of the date of Closing

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)1 Months Ended3 Months Ended
Jan. 20, 2021Mar. 31, 2021Dec. 31, 2020
Accounting Policies [Abstract]
Net Change in Cash $ 386,594
Offering costs $ 14,958,914 15,562,855 $ 137,336
Deferred offering expenses $ 603,941
Underwriters’ discount5,520,000
Deferred underwriters discount9,660,000
Other offering expenses $ 382,855
Cost of Goods and Service [Policy Text Block]$603,941
Shares to purchase common stock (in Shares)21,070,000
Federal depository insurance coverage $ 250,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted loss per common share3 Months Ended
Mar. 31, 2021USD ($)$ / sharesshares
Numerator: Earnings allocable to Class A common stock subject to possible redemption
Interest earned on marketable securities held in Trust Account
Unrealized gain on marketable securities held in Trust Account34,686
Less: interest available to be withdrawn for payment of taxes(29,653)
Net income allocable to shares subject to possible redemption $ 5,033
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption (in Shares) | shares18,123,931
Basic and diluted net income per share, Class A common stock subject to possible redemption (in Dollars per share) | $ / shares $ 0
Numerator: Net Income minus Net Earnings
Net income $ 8,952,682
Less: Net income allocable to Class A common stock subject to possible redemption(5,033)
Non-Redeemable Net Income $ 8,947,649
Basic and diluted weighted average shares outstanding, Non-redeemable Common stock (in Shares) | shares10,042,736
Basic and diluted net income per share, Non-redeemable Common stock (in Dollars per share) | $ / shares $ 0.89

Initial Public Offering (Detail

Initial Public Offering (Details) - $ / shares1 Months Ended3 Months Ended
Jan. 20, 2021Mar. 31, 2021Dec. 31, 2020
Initial Public Offering (Details) [Line Items]
Sale of units (in Shares)27,600,000
Initial Public Offering [Member]
Initial Public Offering (Details) [Line Items]
Sale of units (in Shares)27,600,000 27,600,000
Purchase price per share $ 10
Over-Allotment Option [Membrrt
Initial Public Offering (Details) [Line Items]
Sale of units (in Shares)3,600,000
Sale of units (in Shares)3,600,000
Class A Common Stock [Member]
Initial Public Offering (Details) [Line Items]
Common stock par value $ 0.0001 $ 0.0001
Exercise price $ 11.50

Private Placement (Details)

Private Placement (Details) - USD ($)1 Months Ended3 Months Ended
Jan. 20, 2021Mar. 31, 2021
Private Placement (Details) [Line Items]
Private Placement Expenses $ 2,980,700
Sale aggregate amount $ 7,270,000
Sponsor [Member]
Private Placement (Details) [Line Items]
Repayment of excess funding $ 212,308
Private Placement [Member]
Private Placement (Details) [Line Items]
Aggregate purchase share | (in Shares)7,270,000
Class A Common Stock [Member]
Private Placement (Details) [Line Items]
Common stock, exercise price (in Dollars per share) $ 11.50
Class B Common Stock [Member]
Private Placement (Details) [Line Items]
Aggregate shares of investors (in Shares)790,384

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)Jan. 14, 2021Sep. 14, 2020Sep. 15, 2020Mar. 31, 2021Dec. 31, 2020
Related Party Transactions (Details) [Line Items]
Founder shares (in Shares)6,900,000
Dividend per share (in Dollars per share) $ 0.2
Forfeiture shares (in Shares)900,000
Issued outstanding percentage20.00%
Business combination consideration years150 days
Aggregate expenses $ 150,000 $ 2,980,700
Related party transaction outstanding $ 105,336
Working capital loans $ 1,500,000
Warrant price (in Dollars per share) $ 1
Other services300,000
Due to Officers or Stockholders, Noncurrent15,000
Due to Related Parties, Current $ 37,500 $ 105,336
Related Party transaction, descriptionMessrs. Brian Finn, John Howard and Stefan Selig, each a director of the Company, is each a PIPE Investor, whereby each of Messrs. Finn, Howard and Selig agreed to purchase common stock of the Company, with aggregate commitments of $1.3 million, $1 million and $250,000, respectively. For more information, see the description of the PIPE Financing in Note 1 above.
Class B Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Sponsor paid $ 25,000
Founder shares (in Shares)5,750,000
Class A Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Adjusted for stock splits per share (in Dollars per share) $ 12

Commitments and Contingencies (

Commitments and Contingencies (Details)3 Months Ended
Mar. 31, 2021USD ($)$ / shares
Commitments and Contingencies (Details) [Line Items]
Deferred fee per share (in Dollars per share) | $ / shares $ 0.35
Aggregate underwriter amount $ 9,660,000
Aggregated purchase price7,270,000
PIPE Investor [Member]
Commitments and Contingencies (Details) [Line Items]
Aggregate of common stock $ 22,000,000
Price per share (in Dollars per share) | $ / shares $ 10
Aggregated purchase price $ 220,000,000

Stockholders' Equity (Details)

Stockholders' Equity (Details) - $ / shares3 Months Ended
Mar. 31, 2021Dec. 31, 2020
Stockholders' Equity (Details) [Line Items]
Preferred stock, shares authorized1,000,000 1,000,000
Preferred stock, par value (in Dollars per share) $ 0.0001 $ 0.0001
Class A Common Stock [Member]
Stockholders' Equity (Details) [Line Items]
Common stock, shares authorized70,000,000 70,000,000
Common stock, par value (in Dollars per share) $ 0.0001 $ 0.0001
Common stock, shares issued3,047,437
Common stock, shares outstanding3,047,437
Common stock subject to possible redemption(24,552,563)
Converted basis, percentage20.00%
Class B Common Stock [Member]
Stockholders' Equity (Details) [Line Items]
Common stock, shares authorized12,500,000 12,500,000
Common stock, par value (in Dollars per share) $ 0.0001 $ 0.0001
Common stock, shares issued6,900,000 6,900,000
Common stock, shares outstanding6,900,000 6,900,000
Common stock subject to possible redemption

Warrant Liability (Details)

Warrant Liability (Details)3 Months Ended
Mar. 31, 2021$ / shares
Warrant Liability (Details) [Line Items]
Business combination, description(a) 30 days after the consummation of a Business Combination or (b) one year from the closing of the Initial Public Offering. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation.
Redemption of warrants price per share $ 10
Public warrant price per share $ 0.01
Trading days, description●if, and only if, the last reported sale price of the shares of Class A common stock for any 20 trading days within a 30-trading day period commencing after the warrants become exercisable and ending three business days before the Company sends to the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like).
Redemption of warrants description●at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the shares of Class A common stock; ●if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like); and ●if the Reference Value is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) the private placement warrants must also be concurrently called for redemption on the same terms (except as described above with respect to a holder’s ability to cashless exercise its warrants) as the outstanding public warrants, as described above.
Addition shares of warrant liability, descriptionIn addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price and the $10.00 and $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively.
Class A common stock [Member]
Warrant Liability (Details) [Line Items]
Redemption of warrants price per share $ 18

Fair Value Measurements (Detail

Fair Value Measurements (Details)3 Months Ended
Mar. 31, 2021USD ($)
Cash [Member]
Fair Value Measurements (Details) [Line Items]
Assets held in the trust account $ 406
US Treasury Securities [Member]
Fair Value Measurements (Details) [Line Items]
Assets held in the trust account276,038,585
Level 3 [Member]
Fair Value Measurements (Details) [Line Items]
Total fair value hierarchy of warrants $ 19,458,000

Fair Value Measurements (Detai

Fair Value Measurements (Details) - Schedule of assets and liabilities that are measured at fair value on a recurring basis and indicates the fair value hierarchy of the valuation inputs - USD ($)Mar. 31, 2021Dec. 31, 2020
Level 1 [Member]
Fair Value Measurements (Details) - Schedule of assets and liabilities that are measured at fair value on a recurring basis and indicates the fair value hierarchy of the valuation inputs [Line Items]
Warrant Liability – Public Warrants $ 8,970,000
Level 1 [Member] | U.S. Treasury Securities Money Market Fund [Member]
Fair Value Measurements (Details) - Schedule of assets and liabilities that are measured at fair value on a recurring basis and indicates the fair value hierarchy of the valuation inputs [Line Items]
Marketable securities held in Trust Account – U.S. Treasury Securities Money Market Fund276,038,585
Level 3 [Member]
Fair Value Measurements (Details) - Schedule of assets and liabilities that are measured at fair value on a recurring basis and indicates the fair value hierarchy of the valuation inputs [Line Items]
Warrant Liability – Private Placement Warrants $ 4,725,500

Fair Value Measurements (Det_2

Fair Value Measurements (Details) - Schedule of quantitative information regarding Level 3 fair value measurements - USD ($)1 Months Ended3 Months Ended
Jan. 20, 2021Mar. 31, 2021
Schedule of quantitative information regarding Level 3 fair value measurements [Abstract]
Stock price (in Dollars per share) $ 10.45 $ 10
Strike price (in Dollars per share) $ 11.50 $ 11.50
Volatility20.50%10.90%
Risk-free rate0.62%1.11%
Dividend yield0.00%0.00%
Fair value of warrants (in Dollars) $ 1.41 $ 0.65

Fair Value Measurements (Det_3

Fair Value Measurements (Details) - Schedule of warrant liability3 Months Ended
Mar. 31, 2021USD ($)
Private Placement [Member]
Fair Value Measurements (Details) - Schedule of warrant liability [Line Items]
Fair value as of January 1, 2021
Initial measurement on January 20, 202110,250,700
Change in valuation inputs or other assumptions(5,525,200)
Fair value as of March 31, 20214,725,500
Public [Member]
Fair Value Measurements (Details) - Schedule of warrant liability [Line Items]
Fair value as of January 1, 2021
Initial measurement on January 20, 202119,458,000
Change in valuation inputs or other assumptions(10,488,000)
Fair value as of March 31, 20218,970,000
Warrant Liabilities [Member]
Fair Value Measurements (Details) - Schedule of warrant liability [Line Items]
Fair value as of January 1, 2021
Initial measurement on January 20, 202129,708,700
Change in valuation inputs or other assumptions(16,013,200)
Fair value as of March 31, 2021 $ 13,695,500