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STRC Sarcos Technology and Robotics

Document And Entity Information

Document And Entity Information - shares6 Months Ended
Jun. 30, 2021Aug. 16, 2021
Document Information Line Items
Entity Registrant NameROTOR
ACQUISITION CORP.
Trading SymbolROT
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 DateJun. 30,
2021
Document Fiscal Year Focus2021
Document Fiscal Period FocusQ2
Entity Small Businesstrue
Entity Emerging Growth Companytrue
Entity Shell Companytrue
Entity Ex Transition Periodfalse
Document Quarterly Reporttrue
Document Transition Reportfalse
Entity File Number001-39897
Entity Incorporation, State or Country CodeDE
Entity Tax Identification Number85-2838301
Entity Address, Address Line OneThe
Chrysler Building
Entity Address, Address Line Two405
Lexington Avenue
Entity Address, City or TownNew
York
Entity Address, State or ProvinceNY
Entity Address, Postal Zip Code10174
City Area Code(212)
Local Phone Number818-8800
Title of 12(b) SecurityClass A Common Stock, par value $0.0001 per share
Security Exchange NameNYSE
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 ($)Jun. 30, 2021Dec. 31, 2020
Current assets
Cash $ 14,538
Prepaid expenses434,272
Total Current Assets448,810
Deferred offering costs 137,336
Investments held in trust account276,046,127
TOTAL ASSETS276,494,937 137,336
Current liabilities
Accounts payable and accrued expenses4,054,606 1,450
Accrued offering costs35,000 7,000
Promissory note — related party270,000 105,336
Total Current Liabilities4,359,606 113,786
Warrant liability25,916,100
Deferred underwriting fee payable9,660,000
Total Liabilities39,935,706 113,786
Commitments and Contingencies
Class A common stock subject to possible redemption 27,600,000 and no shares at redemption value as of June 30, 2021 and December 31, 2020, respectively276,000,000
Stockholders’ (Deficit) 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; no shares issued and outstanding (excluding 27,600,000 and no shares subject to possible redemption) as of June 30, 2021 and December 31, 2020, respectively
Class B common stock, $0.0001 par value; 12,500,000 shares authorized; 6,900,000 shares issued and outstanding as of June 30, 2021 and December 31, 2020690 690
Additional paid-in capital24,310 24,310
Accumulated deficit(39,465,769)(1,450)
Total Stockholders’ (Deficit) Equity(39,440,769)23,550
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY $ 276,494,937 $ 137,336

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parentheticals) - $ / sharesJun. 30, 2021Dec. 31, 2020
Subject to possible redemption, share27,600,000
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 issued
Preferred stock, shares outstanding
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 issued
Common stock, shares outstanding
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 Statements of Operations (Unaudited) - USD ($)3 Months Ended6 Months Ended
Jun. 30, 2021Jun. 30, 2021
Formation and operational costs $ 1,787,623 $ 5,301,491
Loss from operations(1,787,623)(5,301,491)
Other (expense) income:
Change in fair value of warrant liability(12,220,600)3,792,600
Loss on initial issuance of private warrants(2,980,700)
Transaction costs associated with IPO(603,941)
Interest earned on investments held in Trust Account4,721 4,721
Unrealized gain on investments held in Trust Account2,415 41,406
Other (expense) income, net(12,213,464)254,086
Loss before income taxes(14,001,087)(5,047,405)
Benefit from (Provision for) income taxes
Net loss $ (14,001,087) $ (5,047,405)
Basic and diluted weighted average shares outstanding (in Shares)27,432,558 22,803,959
Basic and diluted net income per share (in Dollars per share) $ 0 $ 0
Non-redeemable common stock
Other (expense) income:
Basic and diluted weighted average shares outstanding (in Shares)7,067,442 8,546,870
Basic and diluted net income per share (in Dollars per share) $ (1.98) $ (0.59)

Condensed Consolidated Statem_2

Condensed Consolidated Statement of Changes in Stockholders’ Equity (Unaudited) - USD ($)Class ACommon StockClass BCommon 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 (loss) 8,953,682 8,953,682
Balance at Mar. 31, 2021 $ 305 $ 690 4,999,007 5,000,002
Balance (in Shares) at Mar. 31, 20213,047,437 6,900,000
Change in value of common stock subject to possible redemption $ (305) 24,310 (30,463,689)(30,439,684)
Change in value of common stock subject to possible redemption (in Shares)(3,047,437)
Net income (loss) (14,001,087)14,001,087
Balance at Jun. 30, 2021 $ 690 $ 24,310 $ (39,465,769) $ (39,440,769)
Balance (in Shares) at Jun. 30, 2021 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) - USD ($)6 Months Ended
Jun. 30, 2021
Cash Flows from Operating Activities:
Net loss $ (5,047,405)
Adjustments to reconcile net income to net cash used in operating activities:
Change in fair value of warrant liability(3,792,600)
Loss on initial issuance of private warrants2,980,700
Transaction costs associated with initial public offering603,941
Interest earned on investments held in Trust Account(4,721)
Unrealized gain on investments held in Trust Account(41,406)
Changes in operating assets and liabilities:
Prepaid expenses(434,272)
Accounts payable and accrued expenses4,053,156
Net cash used in operating activities(1,682,607)
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 party275,019
Repayment of promissory note - related party(110,119)
Payment of offering costs(217,755)
Net cash provided by financing activities277,697,145
Net Change in Cash14,538
Cash – Beginning
Cash – Ending14,538
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 redemption42,978,030
Offering costs included in accrued offering costs35,000
Deferred underwriting fee payable $ 9,660,000

Description Of Organization And

Description Of Organization And Business Operations6 Months Ended
Jun. 30, 2021
Accounting Policies [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONSNOTE
1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Rotor
Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on August 27, 2020. The Company was formed
for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar
business combination with one or more businesses (the “Business Combination”). The Company is an early stage and emerging
growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. All
activity through June 30, 2021 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”),
and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. On
April 5, 2021, the Company entered into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified from
time to time, the “Merger Agreement”), by and among the Company, Rotor Merger Sub Corp., a Delaware corporation and a wholly
owned Subsidiary of the Company (“Merger Sub”), and Sarcos Corp., a Utah corporation (“Sarcos”). For more information,
see the Proposed Business Combination described below. The
registration statements for the Company’s Initial Public Offering were declared effective on January 14, 2021. On January 20, 2021,
the Company consummated the Initial Public Offering of 27,600,000 units (the “Units” and, with respect to the shares of Class A
common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriter of its
over-allotment option in the amount of 3,600,000 Units, at $10.00 per Unit, generating gross proceeds of $276,000,000, which is described
in Note 3. 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
June 30, 2021, the Company had $14,538 in cash and a working capital deficit of $3,910,796 The Company has incurred and expects to continue
to incur significant costs in pursuit of its financing and acquisition plans. These conditions raise substantial doubt about the Company’s
ability to continue as a going concern within one year after the date that the financial statements are issued. There is no assurance
that the Company’s plans to consummate a Business Combination or raise additional funds will be successful within the Combination
Period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Risks
and Uncertainties Management
is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could
have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific
impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.

Summary of Significant Accounti

Summary of Significant Accounting Policies6 Months Ended
Jun. 30, 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 and six months ended June 30, 2021 are not necessarily indicative of the results to be expected for the
year ending December 31, 2021 or for any future periods. 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 June 30, 2021, the Company had cash equivalents of $14,538. The Company did not have any cash equivalents as of December 31, 2020. Investments
Held in Trust Account At
June 30, 2021, the assets held in the Trust Account were substantially held in money market funds. Offering
Costs Offering
costs amounting to $14,958,914 were charged to shareholders’ equity upon the completion of the Initial Public Offering, and $603,941
of the offering costs were related to the warrant liabilities and charged to the statements of operations. The Company complies with
the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”.
Offering costs consist principally of professional and registration fees that are related to the IPO. Accordingly, on January 20, 2021,
offering costs totaling $15,562,855 (consisting of $5,520,000 in underwriters’ discount, $9,660,000 in deferred underwriters’
discount, and $382,855 other offering expenses) have been allocated to the separable financial instruments issued in the Initial Public
Offering based on a relative fair value basis compared to total proceeds received. Offering costs associated with warrant liabilities
of $603,941 have been expensed and presented as non-operating expenses in the statements of operations and offering costs associated
with the Class A ordinary shares have been charged to shareholders’ equity. Warrant
Liability The
Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s
specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards
Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging
(“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet
the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under
ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification.
This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent
quarterly period end date while the warrants are outstanding. For
issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component
of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification,
the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter.
Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair
value of the warrants was estimated using a Binomial lattice model (see Note 9). Class
A Common Stock Subject to Possible Redemption The
Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards
Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject
to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock
(including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon
the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times,
common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights
that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at
June 30, 2021 and December 31, 2020, Class A common stock subject to possible redemption is presented at redemption value as temporary
equity, outside of the stockholders’ equity section of the Company’s balance sheets. The
Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to
equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock
are affected by charges against additional paid in capital and accumulated deficit. Income
Taxes 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 June
30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments,
accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since
inception. The effective tax rate differs from the statutory tax rate for the period presented due to the valuation allowance recorded
on the Company’s net operating losses and permanent differences. Net
income per Common Share Net
income per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period,
excluding shares of common stock subject to forfeiture. The Company has not considered the effect of the warrants sold in the Initial
Public Offering and private placement to purchase an aggregate of 22,000,000 shares in the calculation of diluted income per share, since
the inclusion of such warrants would be anti-dilutive. The
Company’s statements of operations include a presentation of income per share for common stock subject to possible redemption in
a manner similar to the two-class method of income per share. Net income per common share, basic and diluted, for Class A common stock
subject to possible redemption is calculated by dividing the proportionate share of income or loss on investments held by the Trust Account,
net of applicable franchise and income taxes, by the weighted average number of Class A common stock subject to possible redemption outstanding
since original issuance. Net
income per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net income, adjusted for income or
loss on investments attributable to Class A common stock subject to possible redemption, by the weighted average number of non-redeemable
common stock outstanding for the period. Non-redeemable
common stock includes Founder Shares and non-redeemable shares of common stock as these shares do not have any redemption features. Non-redeemable
common stock participates in the income or loss on investments based on non-redeemable shares’ proportionate interest. The
following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts):
Three Months
Ended Six Months
Ended
2021 2021
Class A common stock subject
to possible redemption
Numerator: Earnings allocable to Class A common stock
subject to possible redemption
Interest
earned and unrealized gain on investments held in Trust Account $ 7,136 $ 46,127
Less:
interest available to be withdrawn for payment of taxes (7,136 ) (46,127 )
Net
income allocable to shares subject to possible redemption $ — $ —
Denominator: Weighted Average
Class A common stock subject to possible redemption
Basic and diluted weighted
average shares outstanding, Class A common stock subject to possible redemption 27,432,558 22,803,959
Basic
and diluted net income per share, Class A common stock subject to possible redemption $ 0.00 $ 0.00
Non-Redeemable
Common Stock
Numerator:
Net loss minus Net Earnings allocable to common stock subject to possible redemption
Net
loss $ (14,001,087 ) $ (5,047,405 )
Less:
Net income allocable to common stock subject to possible redemption — —
Non-Redeemable
Net loss $ (14,001,087 ) $ (5,047,405 )
Denominator: Weighted Average
Non-redeemable Common stock
Basic and diluted weighted
average shares outstanding, Non-redeemable Common stock 7,067,442 8,546,870
Basic
and diluted net income per share, Non-redeemable Common stock $ (1.98 ) $ (0.59 ) Concentration
of Credit Risk Financial
instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution,
which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts. Fair
Value of Financial Instruments The
fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value
Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their
short-term nature. Fair
Value Measurements Fair
value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction
between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs
used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets
or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
● Level
1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
● Level
2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices
for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;
and
● Level
3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions,
such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In
some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In
those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input
that is significant to the fair value measurement. Derivative
Financial Instruments The
Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded
derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted
for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each
reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments,
including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.
Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion
of the instrument could be required within 12 months of the balance sheet date. Recent
Accounting Standards Management
does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect
on the Company’s Condensed Consolidated Financial statements.

Initial Public Offering

Initial Public Offering6 Months Ended
Jun. 30, 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 Placement6 Months Ended
Jun. 30, 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 Transactions6 Months Ended
Jun. 30, 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. On
May 11, 2021, the Sponsor Company Note Business Combination Warrants If
the Company does not consummate a Business Combination, the Notes will not be repaid and all amounts owed under the Notes will be forgiven
except to the extent that the Company has funds available to it outside of its trust account established in connection with the initial
public offering. The
Company borrowed $145,000 and $125,000 in May and June, respectively. At June 30, 2021 $270,000 was outstanding. Executive
Compensation The
Company may pay salaries or consulting fees to its officers prior to a Business Combination of up to an aggregate of $300,000 for their
services in assisting the Company in locating and consummating a Business Combination. The
Company pays to two officers an aggregate amount of $15,000 per month for services rendered to the Company. There is no contractual
obligation requiring the Company to make these payments and it may determine to cease doing so at any time. For the three and six months
ended June 30, 2021, the Company incurred and paid $37,500 and $82,500 in fees related to these services. PIPE
Financing Messrs.
Brian Finn, John Howard and Stefan Selig, each a director of the Company, is each a PIPE Investor, whereby each of Messrs. Finn, Howard
and Selig agreed to purchase common stock of the Company, with aggregate commitments of $1.3 million, $1 million and $250,000, respectively.
For more information, see the description of the PIPE Financing in Note 1 above.

Commitments and Contingencies

Commitments and Contingencies6 Months Ended
Jun. 30, 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. 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.

Stockholders' Equity

Stockholders' Equity6 Months Ended
Jun. 30, 2021
Stockholders' Equity Note [Abstract]
STOCKHOLDERS’ EQUITYNOTE 7. STOCKHOLDERS’ EQUITY Preferred Stock Class A Common
Stock The Company determined the
common stock subject to redemption to be equal to the redemption value of approximately $10.00 per share of common stock while also taking
into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Upon considering the impact of the PIPE
Investment and associated PIPE Subscription Agreements, it was concluded that the redemption value should include all the Public Shares
resulting in the common stock subject to possible redemption being equal to $276,000,000. This resulted in a measurement adjustment to
the initial carrying value of the common stock subject to redemption with the offset recorded to additional paid-in capital and accumulated
deficit. Class B Common
Stock — 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 Liability6 Months Ended
Jun. 30, 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 Measurements6 Months Ended
Jun. 30, 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 June 30, 2021 and December 31, 2020, and indicates the fair value
hierarchy of the valuation inputs the Company utilized to determine such fair value:
Description Level June 30, 2021 December 31,
Assets:
Investments held in Trust Account – Money Market Fund 1 $ 276,046,127 $ —
Liabilities:
Warrant Liability – Public Warrants 1 $ 16,974,000 —
Warrant Liability – Private Placement Warrants 3 8,942,100 — At June 30, 2021, assets
held in the Trust Account were comprised of $0 in cash and $276,046,127 in money market funds. The Warrants were accounted
for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on our balance sheets. The warrant liabilities
are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of
warrant liabilities in the consolidated statements of operations. The Private Warrants were
valued using a binomial lattice model, which is considered to be a Level 3 fair value measurement. The binomial lattice primary unobservable
input utilized in determining the fair value of the Private Warrants is the expected volatility of the common stock. The expected volatility
as of the IPO date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified
target. The expected volatility as of subsequent valuation dates was implied from the Company’s own public warrant pricing. A Monte
Carlo simulation methodology was used in estimating the fair value of the public warrants for periods where no observable traded price
was available, using the same expected volatility as was used in measuring the fair value of the Private Warrants. For periods subsequent
to the detachment of the warrants from the Units, the close price of the public warrant price was used as the fair value as of each relevant
date. The following table provides
quantitative information regarding Level 3 fair value measurements at January 20, 2021 (Initial Measurement) and June 30, 2021 (Private
Placement Warrants only):
At
January 20, As of
2021 (Initial June 30,
Stock price $ 10.45 $ 9.98
Strike price $ 11.50 $ 11.50
Volatility 20.5 % 18.0 %
Risk-free rate 0.62 % .91 %
Dividend yield 0.0 % 0.0 %
Fair value of warrants $ 1.41 $ 1.23 The following table presents
the changes in the fair value of warrant liabilities:
Private Public Warrant
Fair value as of January 1, 2021 $ — $ — $ —
Initial measurement on January 20, 2021 10,250,700 19,458,000 29,708,700
Change in valuation inputs or other assumptions (1,308,600 ) (2,484,000 ) (3,792,600 )
Fair value as of June 30, 2021 $ 8,942,100 $ 16,974,000 $ 25,916,100 There
were transfers out of Level 3 fair value hierarchy totaling $19,458,000 during
the period ended March 31, 2021. There were no transfers out of Level 3 fair value hierarchy during the three month period ended June
30, 2021.

Subsequent Events

Subsequent Events6 Months Ended
Jun. 30, 2021
Subsequent Events [Abstract]
SUBSEQUENT EVENTSNOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent
events and transactions that occurred after the balance sheet date up to the date that the Condensed Consolidated Financial statements
were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure
in the Condensed Consolidated Financial statements.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)6 Months Ended
Jun. 30, 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 and six months ended June 30, 2021 are not necessarily indicative of the results to be expected for the
year ending December 31, 2021 or for any future periods.
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 June 30, 2021, the Company had cash equivalents of $14,538. The Company did not have any cash equivalents as of December 31, 2020.
Investments Held in Trust AccountInvestments
Held in Trust Account At
June 30, 2021, the assets held in the Trust Account were substantially held in money market funds.
Offering CostsOffering
Costs Offering
costs amounting to $14,958,914 were charged to shareholders’ equity upon the completion of the Initial Public Offering, and $603,941
of the offering costs were related to the warrant liabilities and charged to the statements of operations. The Company complies with
the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”.
Offering costs consist principally of professional and registration fees that are related to the IPO. Accordingly, on January 20, 2021,
offering costs totaling $15,562,855 (consisting of $5,520,000 in underwriters’ discount, $9,660,000 in deferred underwriters’
discount, and $382,855 other offering expenses) have been allocated to the separable financial instruments issued in the Initial Public
Offering based on a relative fair value basis compared to total proceeds received. Offering costs associated with warrant liabilities
of $603,941 have been expensed and presented as non-operating expenses in the statements of operations and offering costs associated
with the Class A ordinary shares have been charged to shareholders’ equity.
Warrant 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 Binomial lattice model (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
June 30, 2021 and December 31, 2020, Class A common stock subject to possible redemption is presented at redemption value as temporary
equity, outside of the stockholders’ equity section of the Company’s balance sheets. The
Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to
equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock
are affected by charges against additional paid in capital and accumulated deficit.
Income 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 June
30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments,
accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since
inception. The effective tax rate differs from the statutory tax rate for the period presented due to the valuation allowance recorded
on the Company’s net operating losses and permanent differences.
Net income per Common 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 22,000,000 shares in the calculation of diluted income per share, since
the inclusion of such warrants would be anti-dilutive. The
Company’s statements of operations include a presentation of income per share for common stock subject to possible redemption in
a manner similar to the two-class method of income per share. Net income per common share, basic and diluted, for Class A common stock
subject to possible redemption is calculated by dividing the proportionate share of income or loss on investments held by the Trust Account,
net of applicable franchise and income taxes, by the weighted average number of Class A common stock subject to possible redemption outstanding
since original issuance. Net
income per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net income, adjusted for income or
loss on investments attributable to Class A common stock subject to possible redemption, by the weighted average number of non-redeemable
common stock outstanding for the period. Non-redeemable
common stock includes Founder Shares and non-redeemable shares of common stock as these shares do not have any redemption features. Non-redeemable
common stock participates in the income or loss on investments based on non-redeemable shares’ proportionate interest. The
following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts):
Three Months
Ended Six Months
Ended
2021 2021
Class A common stock subject
to possible redemption
Numerator: Earnings allocable to Class A common stock
subject to possible redemption
Interest
earned and unrealized gain on investments held in Trust Account $ 7,136 $ 46,127
Less:
interest available to be withdrawn for payment of taxes (7,136 ) (46,127 )
Net
income allocable to shares subject to possible redemption $ — $ —
Denominator: Weighted Average
Class A common stock subject to possible redemption
Basic and diluted weighted
average shares outstanding, Class A common stock subject to possible redemption 27,432,558 22,803,959
Basic
and diluted net income per share, Class A common stock subject to possible redemption $ 0.00 $ 0.00
Non-Redeemable
Common Stock
Numerator:
Net loss minus Net Earnings allocable to common stock subject to possible redemption
Net
loss $ (14,001,087 ) $ (5,047,405 )
Less:
Net income allocable to common stock subject to possible redemption — —
Non-Redeemable
Net loss $ (14,001,087 ) $ (5,047,405 )
Denominator: Weighted Average
Non-redeemable Common stock
Basic and diluted weighted
average shares outstanding, Non-redeemable Common stock 7,067,442 8,546,870
Basic
and diluted net income per share, Non-redeemable Common stock $ (1.98 ) $ (0.59 )
Concentration of Credit 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)6 Months Ended
Jun. 30, 2021
Accounting Policies [Abstract]
Schedule of basic and diluted net income per common shareThree Months
Ended Six Months
Ended
2021 2021
Class A common stock subject
to possible redemption
Numerator: Earnings allocable to Class A common stock
subject to possible redemption
Interest
earned and unrealized gain on investments held in Trust Account $ 7,136 $ 46,127
Less:
interest available to be withdrawn for payment of taxes (7,136 ) (46,127 )
Net
income allocable to shares subject to possible redemption $ — $ —
Denominator: Weighted Average
Class A common stock subject to possible redemption
Basic and diluted weighted
average shares outstanding, Class A common stock subject to possible redemption 27,432,558 22,803,959
Basic
and diluted net income per share, Class A common stock subject to possible redemption $ 0.00 $ 0.00
Non-Redeemable
Common Stock
Numerator:
Net loss minus Net Earnings allocable to common stock subject to possible redemption
Net
loss $ (14,001,087 ) $ (5,047,405 )
Less:
Net income allocable to common stock subject to possible redemption — —
Non-Redeemable
Net loss $ (14,001,087 ) $ (5,047,405 )
Denominator: Weighted Average
Non-redeemable Common stock
Basic and diluted weighted
average shares outstanding, Non-redeemable Common stock 7,067,442 8,546,870
Basic
and diluted net income per share, Non-redeemable Common stock $ (1.98 ) $ (0.59 )

Fair Value Measurements (Tables

Fair Value Measurements (Tables)6 Months Ended
Jun. 30, 2021
Fair Value Disclosures [Abstract]
Schedule of assets and liabilities that are measured at fair value on a recurring basisDescription Level June 30, 2021 December 31,
Assets:
Investments held in Trust Account – Money Market Fund 1 $ 276,046,127 $ —
Liabilities:
Warrant Liability – Public Warrants 1 $ 16,974,000 —
Warrant Liability – Private Placement Warrants 3 8,942,100 —
Schedule of quantitative information regarding Level 3 fair value measurementsAt
January 20, As of
2021 (Initial June 30,
Stock price $ 10.45 $ 9.98
Strike price $ 11.50 $ 11.50
Volatility 20.5 % 18.0 %
Risk-free rate 0.62 % .91 %
Dividend yield 0.0 % 0.0 %
Fair value of warrants $ 1.41 $ 1.23
Schedule of fair value of warrant liabilitiesPrivate Public Warrant
Fair value as of January 1, 2021 $ — $ — $ —
Initial measurement on January 20, 2021 10,250,700 19,458,000 29,708,700
Change in valuation inputs or other assumptions (1,308,600 ) (2,484,000 ) (3,792,600 )
Fair value as of June 30, 2021 $ 8,942,100 $ 16,974,000 $ 25,916,100

Description Of Organization A_2

Description Of Organization And Business Operations (Details) - USD ($)1 Months Ended6 Months Ended
Jan. 20, 2021Jun. 30, 2021
Description Of Organization And Business Operations (Details) [Line Items]
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
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 $ 9.98
Aggregate purchase price $ 220,000,000
Cash14,538
Working capital deficit $ 3,910,796
Restricted Stock Units (RSUs) [Member]
Description Of Organization And Business Operations (Details) [Line Items]
Issuance of shares (in Shares)120,000,000
Business Combination [Member]
Description Of Organization And Business Operations (Details) [Line Items]
Fair market value percentage80.00%
Outstanding voting securities percentage50.00%
Additional of public per share (in Dollars per share) $ 10
PIPE Investor [Member]
Description Of Organization And Business Operations (Details) [Line Items]
Issued and sell to PIPE investors (in Shares)22,000,000
Share price (in Dollars per share) $ 10
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 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, descriptionPursuant 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.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)1 Months Ended6 Months Ended
Jan. 20, 2021Jun. 30, 2021Dec. 31, 2020
Summary of Significant Accounting Policies (Details) [Line Items]
Cash $ 14,538
Offering costs $ 15,562,855 $ 137,336
Underwriters’ discount5,520,000
Deferred underwriters discount9,660,000
Other offering expenses382,855
Shares to purchase common stock (in Shares)22,000,000
Federal depository insurance coverage $ 250,000
Warrant Liabilities [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Offering costs $ 603,941 603,941
Initial Public Offering [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Offering costs $ 14,958,914

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income per common share - USD ($)3 Months Ended6 Months Ended
Jun. 30, 2021Jun. 30, 2021
Numerator: Earnings allocable to Class A common stock subject to possible redemption
Interest earned and unrealized gain on investments held in Trust Account $ 7,136 $ 46,127
Less: interest available to be withdrawn for payment of taxes(7,136)(46,127)
Net income allocable to shares subject to possible redemption
Denominator: Weighted Average Class A common stock subject to possible redemption
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption (in Shares)27,432,558 22,803,959
Basic and diluted net income per share, Class A common stock subject to possible redemption (in Dollars per share) $ 0 $ 0
Numerator: Net loss minus Net Earnings allocable to common stock subject to possible redemption
Net loss $ (14,001,087) $ (5,047,405)
Less: Net income allocable to common stock subject to possible redemption
Non-Redeemable Net loss $ (14,001,087) $ (5,047,405)
Denominator: Weighted Average Non-redeemable Common stock
Basic and diluted weighted average shares outstanding, Non-redeemable Common stock (in Shares)7,067,442 8,546,870
Basic and diluted net income per share, Non-redeemable Common stock (in Dollars per share) $ (1.98) $ (0.59)

Initial Public Offering (Detail

Initial Public Offering (Details) - $ / shares1 Months Ended6 Months Ended
Jan. 20, 2021Jun. 30, 2021Dec. 31, 2020
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 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 Ended6 Months Ended
Jan. 20, 2021Jun. 30, 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, 2020Jun. 30, 2021Dec. 31, 2020Jun. 30, 2021May 31, 2021
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%
Aggregate expenses $ 150,000
Related party transaction outstanding $ 105,336
Working capital loans $ 1,500,000
Warrant price (in Dollars per share) $ 1
Aggreagte loan for working capital purpose $ 145,000 $ 145,000
Additional loan for working capital purpose300,000 $ 300,000
Price per warrant (in Dollars per share) $ 1
Borrowed amount125,000 $ 125,000 $ 145,000
Aggregate amount outstanding270,000 270,000
Other services300,000
Amount for service per month15,000 15,000
Payment of fees for service received $ 37,500 $ 82,500
Warrant, descriptionEach Warrant may be exercised to purchase one share of Company Class
A common stock at a price of $11.50 per share, subject to adjustment. The Warrants (i) will not be redeemable by the Company, (ii) may
be exercised for cash or on a cashless basis so long as they are held by the initial holder or its permitted transferees, and (iii) are
not transferable, assignable or salable until 30 days after the completion of the Business Combination except in limited circumstances.
PIPE Financing, 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.
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)6 Months Ended
Jun. 30, 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) - $ / shares6 Months Ended
Jun. 30, 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 subject to possible redemption27,600,000
Common Stock redemption, descriptionThe Company determined the
common stock subject to redemption to be equal to the redemption value of approximately $10.00 per share of common stock while also taking
into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Upon considering the impact of the PIPE
Investment and associated PIPE Subscription Agreements, it was concluded that the redemption value should include all the Public Shares
resulting in the common stock subject to possible redemption being equal to $276,000,000.
Common stock, shares issued
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

Warrant Liability (Details)

Warrant Liability (Details)6 Months Ended
Jun. 30, 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) - USD ($)6 Months Ended
Jun. 30, 2021Mar. 31, 2021
Cash [Member]
Fair Value Measurements (Details) [Line Items]
Assets held in the trust account $ 0
Money Market Funds [Member]
Fair Value Measurements (Details) [Line Items]
Assets held in the trust account $ 276,046,127
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 - USD ($)Jun. 30, 2021Dec. 31, 2020
Level 1 [Member]
Liabilities:
Warrant Liability – Public Warrants $ 16,974,000
Level 1 [Member] | Money Market Fund [Member]
Assets:
Investments held in Trust Account276,046,127
Level 3 [Member]
Liabilities:
Warrant Liability – Private Placement Warrants $ 8,942,100

Fair Value Measurements (Det_2

Fair Value Measurements (Details) - Schedule of quantitative information regarding Level 3 fair value measurements - $ / shares1 Months Ended6 Months Ended
Jan. 20, 2021Jun. 30, 2021
Schedule of quantitative information regarding Level 3 fair value measurements [Abstract]
Stock price $ 10.45 $ 9.98
Strike price $ 11.50 $ 11.50
Volatility20.50%18.00%
Risk-free rate0.62%0.91%
Dividend yield0.00%0.00%
Fair value of warrants $ 1.41 $ 1.23

Fair Value Measurements (Det_3

Fair Value Measurements (Details) - Schedule of fair value of warrant liabilities6 Months Ended
Jun. 30, 2021USD ($)
Warrant Liabilities [Member]
Fair Value Measurements (Details) - Schedule of fair value of warrant liabilities [Line Items]
Fair value as of January 1, 2021
Initial measurement on January 20, 202129,708,700
Change in valuation inputs or other assumptions(3,792,600)
Fair value as of June 30, 202125,916,100
Private Placement [Member]
Fair Value Measurements (Details) - Schedule of fair value of warrant liabilities [Line Items]
Fair value as of January 1, 2021
Initial measurement on January 20, 202110,250,700
Change in valuation inputs or other assumptions(1,308,600)
Fair value as of June 30, 20218,942,100
Public [Member]
Fair Value Measurements (Details) - Schedule of fair value of warrant liabilities [Line Items]
Fair value as of January 1, 2021
Initial measurement on January 20, 202119,458,000
Change in valuation inputs or other assumptions(2,484,000)
Fair value as of June 30, 2021 $ 16,974,000