Document and Entity Information
Document and Entity Information | 3 Months Ended |
Mar. 31, 2022 | |
Cover [Abstract] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | SARCOS TECHNOLOGY AND ROBOTICS CORPORATION |
Entity Central Index Key | 0001826681 |
Entity Incorporation State Country Code | DE |
Entity Tax Identification Number | 85-2838301 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Address Address Line1 | 650 South 500 West |
Entity Address, Address Line Two | Suite 150 |
Entity Address City Or Town | Salt Lake City |
Entity Address State Or Province | UT |
Entity Address Postal Zip Code | 84101 |
City Area Code | 888 |
Local Phone Number | 927-7296 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | |||
Cash and cash equivalents | $ 198,958 | $ 217,114 | $ 33,664 |
Accounts receivable | 800 | 788 | 1,051 |
Unbilled receivables | 159 | 221 | 219 |
Inventories, net | 1,005 | 1,006 | 707 |
Prepaid expenses and other current assets | 6,969 | 9,202 | 693 |
Total current assets | 207,891 | 228,331 | 36,334 |
Property and equipment, net | 6,841 | 7,051 | 1,425 |
Other non-current assets | 460 | 441 | 292 |
Total assets | 215,192 | 235,823 | 38,051 |
Current liabilities: | |||
Accounts payable | 1,629 | 1,681 | 972 |
Accrued liabilities | 3,867 | 4,480 | 1,255 |
Notes payable, current | 1,328 | ||
Total current liabilities | 5,496 | 6,161 | 3,555 |
Notes payable, net of current | 1,066 | ||
Warrant liabilities | 7,283 | 13,701 | |
Other non-current liabilities | 1,988 | 1,999 | 526 |
Total liabilities | 14,767 | 21,861 | 5,147 |
Commitments and contingencies (Note 11) | |||
Stockholders’ equity: | |||
Common stock, value | 14 | 14 | 10 |
Additional paid-in capital | 365,104 | 359,439 | 96,880 |
Accumulated deficit | (164,693) | (145,491) | (63,983) |
Total Sarcos Technology and Robotics Corporation stockholders’ equity | 200,425 | 213,962 | 32,907 |
Noncontrolling interests | (3) | ||
Total stockholders’ equity | 200,425 | 213,962 | 32,904 |
Total liabilities and stockholders’ equity | $ 215,192 | $ 235,823 | $ 38,051 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 24, 2021 | Dec. 31, 2020 |
Statement Of Financial Position [Abstract] | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 990,000,000 | 990,000,000 | 133,312,415 | |
Common stock, shares issued | 139,026,245 | 137,722,658 | 104,039,354 | |
Common stock, shares outstanding | 139,026,245 | 137,722,658 | 21,483,286 | 104,039,354 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||||
Revenue, net | $ 743 | $ 1,799 | $ 5,075 | $ 8,813 |
Operating expenses: | ||||
Cost of revenue | 488 | 1,202 | 3,867 | 5,602 |
Research and development | 5,881 | 2,815 | 17,516 | 14,117 |
General and administrative | 17,792 | 2,314 | 58,059 | 7,297 |
Sales and marketing | 2,211 | 656 | 6,624 | 2,796 |
Total operating expenses | 26,372 | 6,987 | 86,066 | 29,812 |
Loss from operations | (25,629) | (5,188) | (80,991) | (20,999) |
Interest (expense) income, net | 11 | (10) | (34) | 40 |
Loss on warrant liability | 6,414 | (4,927) | ||
Gain on forgiveness of notes payable | 4,394 | |||
Other income, net | 2 | 51 | 34 | |
Loss before provision for income taxes | (19,202) | (5,198) | (81,507) | (20,925) |
Provision for income taxes | 0 | 0 | (1) | (1) |
Net loss and comprehensive loss | $ (19,202) | $ (5,198) | (81,508) | (20,926) |
Net loss attributable to common stockholders | $ (81,508) | $ (20,926) | ||
Net loss per share attributable to common stockholders: | ||||
Basic and diluted | $ (0.14) | $ (0.05) | $ (0.72) | $ (0.21) |
Basic and diluted | 137,908,690 | 104,059,652 | 113,184,357 | 100,114,664 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||||
Net loss | $ (19,202) | $ (5,198) | $ (81,508) | $ (20,926) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Stock-based compensation | 10,850 | 173 | 43,118 | 2,291 |
Depreciation | 268 | 111 | 531 | 458 |
Change in fair value of warrant liability | (6,414) | 4,927 | ||
Gain on forgiveness of notes payable | (4,394) | |||
Changes in operating assets and liabilities | ||||
Accounts receivable | (12) | 985 | 263 | (135) |
Unbilled receivable | 62 | (423) | (2) | 649 |
Inventories | 1 | (311) | (299) | 441 |
Deferred transaction costs | (1,427) | |||
Prepaid expenses and other current assets | 2,233 | (1,105) | (8,082) | (144) |
Other non-current assets | (18) | 2 | (148) | (163) |
Accounts payable | 403 | 454 | 244 | (320) |
Accrued liabilities | (616) | 537 | 2,646 | 592 |
Deferred revenue | (27) | (143) | ||
Accrued transaction fees | 1,133 | |||
Deferred rent | (6) | 1,004 | ||
Other non-current liabilities | (1) | 1,198 | (376) | 518 |
Net cash used in operating activities | (12,452) | (3,871) | (42,103) | (16,882) |
Cash flows from investing activities: | ||||
Purchases of property and equipment | (514) | (962) | (4,688) | (950) |
Net cash used in investing activities | (514) | (962) | (4,688) | (950) |
Cash flows from financing activities: | ||||
Proceeds from issuance of common stock and warrants | 39,867 | |||
Proceeds from notes payable | 2,000 | 2,000 | 2,394 | |
Proceeds from exercise of stock options | 65 | 20 | 26 | 124 |
Acquisition of common stock for tax withholding obligations | (284) | |||
Shares repurchased for payment of tax withholdings | (5,254) | |||
Purchase of non-controlling interest | (200) | (200) | ||
Payment of obligations under capital leases | (1) | (1) | (89) | (84) |
Proceeds from PIPE | 220,000 | |||
Proceeds from Merger | 25,359 | |||
Payments for transaction costs | (16,571) | |||
Net cash provided by financing activities | (5,190) | 1,819 | 230,241 | 42,301 |
Net increase in cash, cash equivalents | (18,156) | (3,014) | 183,450 | 24,469 |
Cash, cash equivalents at beginning of period | 217,114 | 33,664 | 33,664 | 9,195 |
Cash, cash equivalents at end of period | $ 198,958 | 30,650 | 217,114 | 33,664 |
Supplemental disclosure of cash flow information: | ||||
Cash paid for interest | 11 | 1 | ||
Cash paid for income taxes | 2 | 1 | ||
Purchases of property and equipment included in accounts payable at period-end | 45 | 605 | 28 | |
Leasehold improvements paid by lessor | 424 | 988 | ||
Supplemental disclosure of non-cash financing and investing activities: | ||||
Issuance of common stock warrants | 1,220 | |||
Purchases of property and equipment included in accounts payable at period-end | 45 | 605 | 28 | |
Purchase of property and equipment under capital leases | 303 | |||
Vesting of founder shares subject to repurchase | $ 75 | |||
Leasehold improvements paid by lessor | $ 424 | 988 | ||
Unpaid transaction costs | 148 | |||
Assumption of warrant liabilities | $ 8,774 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Previously Reported | Series APreviously Reported | Series ARevision of Prior Period Adjustment | Series BPreviously Reported | Series BRevision of Prior Period Adjustment | Common StockCommon Class A | Common StockCommon Class APreviously Reported | Common StockCommon Class ARevision of Prior Period Adjustment | Common StockCommon Class BPreviously Reported | Common StockCommon Class BRevision of Prior Period Adjustment | Additional Paid-In Capital | Additional Paid-In CapitalPreviously Reported | Additional Paid-In CapitalRevision of Prior Period Adjustment | Accumulated Deficit | Accumulated DeficitPreviously Reported | Noncontrolling Interests | Noncontrolling InterestsPreviously Reported | Preferred StockSeries APreviously Reported | Preferred StockSeries ARevision of Prior Period Adjustment | Preferred StockSeries BPreviously Reported | Preferred StockSeries BRevision of Prior Period Adjustment | Preferred StockSeries C Convertible Preferred Stock1Previously Reported | Preferred StockSeries C Convertible Preferred Stock1Revision of Prior Period Adjustment |
Beginning balance at Dec. 31, 2019 | $ 11,473 | $ 11,473 | $ 8 | $ 8 | $ 7 | $ (7) | $ 54,525 | $ 54,518 | $ 7 | $ (43,057) | $ (43,057) | $ (3) | $ (3) | |||||||||||
Temporary equity beginning balance (in Shares) at Dec. 31, 2019 | 5,421,446 | (5,421,446) | 3,158,338 | (3,158,338) | ||||||||||||||||||||
Temporary equity beginning balance at Dec. 31, 2019 | $ 5 | $ (5) | $ 3 | $ (3) | ||||||||||||||||||||
Beginning balance (in Shares) at Dec. 31, 2019 | 81,756,305 | 109,536 | 81,646,769 | 7,250,001 | (7,250,001) | |||||||||||||||||||
Vesting of founder shares subject to repurchase | 75 | 75 | ||||||||||||||||||||||
Vesting of founder shares subject to repurchase (in Shares) | 3,846,917 | |||||||||||||||||||||||
Issuance of common stock, net of issuance cost | 38,647 | $ 2 | 38,645 | |||||||||||||||||||||
Issuance of common stock, net of issuance cost, Shares | 18,117,573 | |||||||||||||||||||||||
Issuance of common stock warrants | 1,220 | 1,220 | ||||||||||||||||||||||
Stock-based compensation | 2,291 | 2,291 | ||||||||||||||||||||||
Exercise of stock options | $ 124 | 124 | ||||||||||||||||||||||
Exercise of stock options (in Shares) | 318,564 | 318,559 | ||||||||||||||||||||||
Net loss | $ (20,926) | (20,926) | ||||||||||||||||||||||
Ending balance at Dec. 31, 2020 | 32,904 | 32,904 | $ 10 | $ 10 | $ 8 | $ (8) | 96,880 | 96,870 | 10 | (63,983) | (63,983) | (3) | (3) | |||||||||||
Ending balance (in Shares) at Dec. 31, 2020 | 104,039,354 | 171,645 | 103,867,709 | 8,000,001 | (8,000,001) | |||||||||||||||||||
Temporary equity ending balance (in Shares) at Dec. 31, 2020 | 5,421,446 | (5,421,446) | 3,158,338 | (3,158,338) | 3,532,228 | (3,532,228) | ||||||||||||||||||
Temporary equity ending balance at Dec. 31, 2020 | $ 5 | $ (5) | $ 3 | $ (3) | $ 4 | $ (4) | ||||||||||||||||||
Purchase of non-controlling interest | (200) | (203) | 3 | |||||||||||||||||||||
Stock-based compensation | 173 | 173 | ||||||||||||||||||||||
Exercise of stock options | 20 | 20 | ||||||||||||||||||||||
Exercise of stock options (in Shares) | 24,618 | |||||||||||||||||||||||
Net loss | (5,198) | (5,198) | ||||||||||||||||||||||
Ending balance at Mar. 31, 2021 | 27,699 | $ 10 | 96,870 | (69,181) | ||||||||||||||||||||
Ending balance (in Shares) at Mar. 31, 2021 | 104,063,972 | |||||||||||||||||||||||
Beginning balance at Dec. 31, 2020 | 32,904 | $ 32,904 | $ 10 | $ 10 | $ 8 | $ (8) | 96,880 | $ 96,870 | $ 10 | (63,983) | $ (63,983) | (3) | $ (3) | |||||||||||
Temporary equity beginning balance (in Shares) at Dec. 31, 2020 | 5,421,446 | (5,421,446) | 3,158,338 | (3,158,338) | 3,532,228 | (3,532,228) | ||||||||||||||||||
Temporary equity beginning balance at Dec. 31, 2020 | $ 5 | $ (5) | $ 3 | $ (3) | $ 4 | $ (4) | ||||||||||||||||||
Beginning balance (in Shares) at Dec. 31, 2020 | 104,039,354 | 171,645 | 103,867,709 | 8,000,001 | (8,000,001) | |||||||||||||||||||
Purchase of non-controlling interest | (200) | (203) | $ 3 | |||||||||||||||||||||
Cashless exercise of common stock warrants (in Shares) | 999,185 | |||||||||||||||||||||||
Issuance of common stock upon Merger, net oftransaction costs | (94) | $ 1 | (95) | |||||||||||||||||||||
Issuance of common stock upon Merger, net of transaction costs (in Shares) | 10,525,990 | |||||||||||||||||||||||
Issuance of PIPE shares | 220,000 | $ 2 | 219,998 | |||||||||||||||||||||
Issuance of PIPE shares (in Shares) | 22,000,000 | |||||||||||||||||||||||
Shares withheld on vesting of restricted stock | (284) | (284) | ||||||||||||||||||||||
Stock-based compensation | 43,118 | 43,118 | ||||||||||||||||||||||
Exercise of stock options | $ 26 | $ 1 | 25 | |||||||||||||||||||||
Exercise of stock options (in Shares) | 158,129 | 158,129 | ||||||||||||||||||||||
Net loss | $ (81,508) | (81,508) | ||||||||||||||||||||||
Ending balance at Dec. 31, 2021 | 213,962 | $ 14 | 359,439 | (145,491) | ||||||||||||||||||||
Ending balance (in Shares) at Dec. 31, 2021 | 137,722,658 | |||||||||||||||||||||||
Shares withheld on vesting of restricted stock | (5,250) | (5,250) | ||||||||||||||||||||||
Stock-based compensation | 10,850 | 10,850 | ||||||||||||||||||||||
Exercise of stock options | $ 65 | 65 | ||||||||||||||||||||||
Exercise of stock options (in Shares) | 83,582 | 83,582 | ||||||||||||||||||||||
Net loss | $ (19,202) | (19,202) | ||||||||||||||||||||||
Ending balance at Mar. 31, 2022 | $ 200,425 | $ 14 | $ 365,104 | $ (164,693) | ||||||||||||||||||||
Ending balance (in Shares) at Mar. 31, 2022 | 139,026,245 | |||||||||||||||||||||||
Stock Issued During Period Shares Restricted Stock Award Gross | 2,013,893 | |||||||||||||||||||||||
Shares Withheld On Vesting Of Restricted Stock | (793,888) |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Basis of Presentation and Summary of Significant Accounting Policies | 1. Basis of Presentation and Summary of Significant Accounting Policies Description of the Business Sarcos Technology and Robotics Corporation (the “Company” or “Sarcos”), designs and produces highly dexterous mobile robotic systems for use in dynamic environments. Basis of Presentation and Consolidation The accompanying interim unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The condensed consolidated financial statements as of March 31, 2022, are unaudited. The condensed consolidated balance sheet as of December 31, 2021, included herein was derived from the audited consolidated financial statements as of that date. Certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. As such, the information included herein should be read in conjunction with the consolidated financial statements and accompanying notes as of and for the year ended December 31, 2021, included in the Company’s Annual Report on Form 10-K, filed with the SEC on March 29, 2022. The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The Company’s fiscal year begins on January 1 and ends on December 31. In the opinion of the Company’s management, the unaudited condensed consolidated financial statements include all adjustments necessary for the fair presentation of the Company’s balance sheet as of March 31, 2022, the results of operations, including its comprehensive loss, and stockholders’ equity for the three months ended March 31, 2022 and 2021, and the statement of cash flows for the three months ended March 31, 2022 and 2021. All adjustments are of a normal recurring nature. The results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for any subsequent quarter or for the fiscal year ending December 31, 2022. Business Combination On September 24, 2021 (the “Closing Date”), the Company consummated the business combination (the “Business Combination”) pursuant to the terms of the Agreement and Plan of Merger, dated as of April 5, 2021, by and among Rotor, Rotor Merger Sub Corp., a Delaware corporation, and a direct, wholly-owned subsidiary of Rotor (“Merger Sub”), and Sarcos Corp., a Utah corporation (“Old Sarcos”) and Amendment No. 1 to the Agreement and Plan of Merger, dated as of August 28, 2021 (the “Amendment” and the Original Merger Agreement, as amended, the “Merger Agreement”), by and among the Company, Merger Sub and Old Sarcos. Pursuant to the terms of the Merger Agreement, the Business Combination between the Company and Old Sarcos was effected through the merger of Merger Sub with and into Old Sarcos, with Old Sarcos continuing as the surviving corporation (the “Merger”) and a wholly-owned subsidiary of the Company. On the Closing Date, the registrant changed its name from Rotor Acquisition Corp. to Sarcos Technology and Robotics Corporation. Immediately prior to the effective time of the Merger (the “Effective Time”), all issued and outstanding warrants to purchase shares of Class A common stock of Old Sarcos were net exercised and all issued and outstanding shares of preferred stock of Old Sarcos were converted into common stock of Old Sarcos (collectively, the “Old Sarcos Common Stock”). Pursuant to the terms of the Merger Agreement, at the Effective Time: • Each outstanding share of Old Sarcos Common Stock, after giving effect to the conversion described above, was cancelled and converted into and became (i) the right to receive approximately 5.129222424 shares (the “Exchange Ratio”) of Common Stock of the Company, par value $0.0001 per share (the “Common Stock”), rounded down to the nearest whole share plus (ii) the contingent right to receive a portion of additional shares of Common Stock upon achievement of certain milestones (the “Contingent Merger Consideration”), as described below; and • All outstanding options, restricted stock units (“RSUs”) and restricted stock award (“RSA”) of Old Sarcos, whether vested or unvested, were assumed by the Company and converted into options, RSUs and RSA of the Company. In addition, each holder of Old Sarcos capital stock (including the Old Sarcos RSA) was entitled to a right to Contingent Merger Consideration at the Closing Date in the form of earn-outs, up to an aggregate of 28,125,000 shares of Common Stock. On the Closing Date, certain investors (the “PIPE Investors”) purchased from the Company an aggregate of 22,000,000 shares (the “PIPE Shares”) of Common Stock at a price of $10.00 per share, for an aggregate purchase price of $220.0 million (the “PIPE Financing”), in a private placement pursuant to separate subscription agreements (each, a “Subscription Agreement”) entered into effective as of April 5, 2021. On September 27, 2021, the Common Stock and warrants of Sarcos Technology and Robotics Corporation (formerly those of Rotor Acquisition Corp.), ceased trading on the New York Stock Exchange and began trading on The Nasdaq Global Market (“Nasdaq”) as “STRC” and “STRCW”, respectively. Summary of Significant Accounting Policies There have been no changes to the Company’s significant accounting policies described in the annual consolidated financial statements for the year ended December 31, 2021 that have had a material impact on the Company’s condensed consolidated financial statements and related notes. In March 2020, the World Health Organization declared the outbreak of COVID-19 a pandemic. Modifications continue to be made to the Company’s normal operations because of the COVID-19 pandemic and the Company continues to monitor its operations and government recommendations. Travel restrictions and capacity limits at customer locations imposed in response to the COVID-19 pandemic continue to cause delays in the assessment and deployment of the Company’s products. A Liquidity and Capital Resources Cash and cash equivalents were $199.0 million as of March 31, 2022, compared to $217.1 million as of December 31, 2021. The Company has historically incurred losses and negative cash flows from operations. As of March 31, 2022, the Company also had an accumulated deficit of approximately $164.7 million and working capital of $202.4 million. These financial statements have been prepared in accordance with GAAP and this basis assumes the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company’s main sources of liquidity have been cash generated by equity offerings and debt. The Company’s primary use of cash is for operations and administrative activities including employee-related expenses, and general, operating and overhead expenses. Future capital requirements will depend on many factors, including the Company’s customer growth rate, customer retention, timing and extent of development efforts, the expansion of sales and marketing activities, the introduction of new and enhanced product offerings and market acceptance of the Company’s products. The Company believes it has sufficient financial resources for at least the next 12 months from the date of our Quarterly Report on Form 10-Q filed on May 11, 2022. Revenue Recognition The Company recognizes revenue from the sale of its products and from the delivery of goods and services arising out of its contractual arrangements to provide research and development services that are fully funded by the customer. The Company recognizes revenue when promised goods or services are transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services by following a five-step process: (1) Identify the contract with a customer: A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights and obligations regarding the products and services to be transferred and identifies the payment terms related to these products and services, (ii) the contract has commercial substance and (iii) the Company determines that collection of substantially all consideration for products and services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. Contract modifications may include changes in scope of work, and/or the period of completion of the project. The Company analyzes contract modifications to determine if they should be accounted for as a modification to an existing contract or a new stand-alone contract. (2) Identify the performance obligations in the contract: The Company enters into contracts that can include combinations of products and services, which are either capable of being distinct and accounted for as separate performance obligations or as one performance obligation if the majority of tasks and services form a single project or capability. However, determining whether products or services are considered distinct performance obligations that should be accounted for separately may require significant judgment. (3) Determine the transaction price: The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring goods or services to the customer. Such amounts are typically stated in the customer contract. However, to the extent that the Company identifies variable consideration, the Company will estimate the variable consideration at the onset of the arrangement as long as it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The Company’s current contracts do not include any significant financing components because the timing of the transfer of the underlying products and services under contract are at the customers’ discretion. Additionally, the Company does not adjust the promised amount of consideration for the effects of a significant financing component if the Company expects, at contract inception, that the period between when the Company transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less. Taxes collected from customers and remitted to governmental authorities are not included in revenue. (4) Allocate the transaction price to performance obligations in the contract: Once the Company has determined the transaction price, the total transaction price is allocated to each performance obligation in a manner depicting the amount of consideration to which the Company expects to be entitled in exchange for transferring the good(s) or service(s) to the customer. If applicable, the Company allocates the transaction price to each performance obligation identified in the contract on a relative standalone selling price basis. The standalone selling price represents the amount the Company would sell the good(s) or service(s) to a customer on a standalone basis. For government contracts, the Company uses expected cost plus a margin as the standalone selling price. Because the Company's contract pricing with government customers is based on expected cost plus margin, the standalone selling price of the good(s) or service(s) in the Company's contracts with government customers are typically equal to the selling price stated in the contract. When we sell standard good(s) or service(s) with observable standalone sale transactions, the observable standalone sales transactions are used to determine the standalone selling price. (5) Recognize revenue when or as the Company satisfies a performance obligation : For each performance obligation identified, the Company determines at contract inception whether we satisfy the performance obligation over time or at a point in time. For performance obligations satisfied over time, revenue is recognized as work progresses when the Company is entitled to the reimbursement of costs plus a reasonable profit for work performed for which the Company has no alternate use. For these performance obligations, the Company generally recognizes revenue using an input method with revenue amounts being recognized proportionately as costs are incurred relative to the total expected costs to satisfy the performance obligation. The Company believes that costs incurred as a portion of total estimated costs is an appropriate measure of progress towards satisfaction of the performance obligation since this measure reasonably depicts the progress of the work effort. Revenue for performance obligations that are not recognized over time are recognized at the point in time when control transfers to the customer (which is generally upon delivery). For performance obligations that are satisfied at a point in time, the Company evaluates the point in time when the customer can direct the use of, and obtain the benefits from, the products and services. Shipping and handling costs are recorded at the time of product shipment to the customer and are included within revenue. Revenue from Contracts with Customers The Company derives its revenue from two sources. First, the Company enters into research and development agreements primarily relating to the commercialization of the Company’s core products. Second, the Company sells its products and related parts and repair services. Research and development services revenue includes revenue arising from different types of contractual arrangements, including cost-type contracts and fixed-price contracts. Revenue from the sales of the Company’s products primarily includes sales of the Company’s Guardian S remote-controlled visual inspection and surveillance robotic system and its Guardian Heavy-Lift System (“HLS”). Research and Development Services Cost-type contracts – Research, development and/or testing service contracts, including cost-plus-fixed-fee and time and material contracts, relate primarily to the development of technology in the areas of robotics, artificial intelligence and unmanned systems. Cost-type contracts are generally entered into with the U.S. government. These contracts are billed at cost plus a margin as defined by the contract and Federal Acquisition Regulation (“FAR”). The FAR establishes regulations around procurement by the government and provides guidance on the types of costs that are allowable in establishing prices for goods and services delivered under government contracts. Revenue on cost-type contracts is recognized over time as goods and services are provided. Fixed-price contracts – Fixed-price development contracts relate primarily to the development of technology in the area of robotic platforms. Fixed-price development contracts generally require a significant service of integrating a complex set of tasks and components into a single deliverable. Revenue on fixed-price contracts is generally recognized over time as goods and services are provided. To the extent the Company’s actual costs vary from the fixed fee, we will generate more or less profit or could incur a loss. The Company will recognize losses at the contract level in earnings in the period in which they are incurred. Product Revenue Product revenue relate to sales of the Company’s Guardian S and Guardian HLS products, and certain miscellaneous parts, accessories and repair services. The Company provides a limited one-year warranty on product sales. Product warranties are considered assurance-type warranties and are not considered to be separate performance obligations. Product revenue is recognized at the point in time when ownership of the goods is transferred, generally at the time of shipment to the customer. At the time product revenue is recognized, an accrual is established for estimated warranty expenses based on historical experience as well as anticipated product performance. The revenue recognized for Research and Development Services and Product Revenue were as follows: For the three months ended March 31, (In thousands) 2022 2021 Research and Development Services $ 733 $ 1,600 Product Revenue 10 199 Revenue, net $ 743 $ 1,799 Contract Balances The timing of revenue recognition, billing, and cash collection results in the recognition of accounts receivable, unbilled receivables, contract assets and deferred revenue in the Company’s condensed consolidated balance sheets. Cash funds received in excess of revenue recognized that is contingent upon the satisfaction of performance obligations is accounted for as deferred revenue. Contract assets include unbilled amounts resulting from contracts in which revenue is recognized over time, revenue recognized that exceeds the amount billed and the right to payment is not only subject to the passage of time and further performance. The opening and closing balances of our accounts receivable, unbilled receivables, contract assets and deferred revenue are as follows: (In thousands) Accounts receivable Unbilled receivable Contract assets Contract assets Deferred revenue Ending Balance as of December 31, 2021 788 221 94 36 30 Increase/(decrease), net 12 (62 ) (43 ) — — Ending Balance as of March 31, 2022 $ 800 $ 159 $ 51 $ 36 $ 30 The Company recorded its current contract assets, long-term contract assets and current deferred revenue within prepaid expenses and other current assets, other non-current assets, and accrued liabilities, respectively. During the three months ended March 31, 2022 and 2021, the Company recognized no revenue related to deferred revenue which existed at December 31, 2021 and 2020, respectively. Remaining Performance Obligations As of March 31, 2022, the Company had backlog, or revenue related to remaining performance obligations, of $1.8 million. W Recently Adopted Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") 2019-12, Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes by removing certain exceptions to the current guidance, and improving the consistent application of and simplification of other areas of the guidance. The Company adopted this ASU on January 1, 2022, using a prospective approach. The adoption of ASU 2019-12 did not have a material impact on the Company's condensed consolidated financial statements and related disclosures. Recently Issued Accounting Standard Pronouncements As an emerging growth company (“EGC”), the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act until such time as the Company is no longer considered to be an EGC. The adoption dates discussed below reflect this election. In February 2016, the FASB issued ASU 2016-02 regarding Accounting Standards Codification (“ASC”) 842 Leases Leases (Topic 842): Targeted Improvements Revenue from Contracts with Customers and Leases (Topic 842) Effective Dates for Certain Entities its annual statements as of December 31, 2022 and its interim statements thereafter. The Company is currently in the process of evaluating the impact adopting ASC 842 will have on its condensed consolidated financial statements and related disclosures. In June 2016, the FASB Issued ASU 2016-13, Financial Instruments—Credit Losses Measurement of Credit Losses on Financial Instruments The Company does not expect adoption of this new guidance to have a material impact on its results of operations, financial condition and financial statement disclosures. | 1. Basis of Presentation and Summary of Significant Accounting Policies Description of the Business Sarcos Technology and Robotics Corporation (the “Company” or “Sarcos”) formerly known as Rotor Acquisition Corp. (“Rotor”), designs and produces highly-dexterous mobile robotic systems for use in dynamic environments. Business Combination On September 24, 2021 (the “Closing Date”), the Company consummated a business combination (the “Business Combination”) pursuant to the terms of the Agreement and Plan of Merger, dated as of April 5, 2021, by and among Rotor Acquisition Corp. (“Rotor”), Rotor Merger Sub Corp., a Delaware corporation, and a direct, wholly-owned subsidiary of Rotor (“Merger Sub”), and Sarcos Corp., a Utah corporation (“Old Sarcos”) and Amendment No. 1 to the Agreement and Plan of Merger, dated as of August 28, 2021 (the “Amendment” and the Original Sarcos Sarcos Sarcos Immediately prior to the effective time of the Merger (the “Effective Time”), all issued and outstanding warrants to purchase shares of Class A common stock of Old Sarcos were net exercised and all issued and outstanding shares of preferred stock of Old Sarcos were converted into common stock of Old Sarcos (collectively, the “Old Sarcos Common Stock”). Pursuant to the terms of the Sarcos • Each outstanding share of Old Sarcos Common Stock, after giving effect to the conversion described above, was cancelled and converted into and became (i) the right to receive approximately 5.129222424 shares (the “Exchange Ratio”) of Common Stock of the Company, par value $0.0001 per share (the “Common Stock”), rounded down to the nearest whole share plus (ii) the contingent right to receive a portion of additional shares of Common Stock upon achievement of certain milestones (the “Contingent Merger Consideration”), as described below; • All outstanding options, restricted stock units (“RSUs”) and restricted stock awards (“RSAs”) of Old Sarcos, whether vested or unvested, were assumed by the Company and converted into options, RSUs and RSAs of the Company; In addition, each holder of Old Sarcos capital stock (including any Old Sarcos RSAs) was entitled to a right to Contingent Merger Consideration at the Closing Date in the form of earn-outs, up to an aggregate of 28,125,000 shares of Common Stock. On the Closing Date, certain investors (the “PIPE Investors”) purchased from the Company an aggregate of 22,000,000 shares (the “PIPE Shares”) of Common Stock at a price of $10.00 per share, for an aggregate purchase price of $220.0 million (the “PIPE Financing”), in a private placement pursuant to separate subscription agreements (each, a “Subscription Agreement”) entered into effective as of April 5, 2021. On September 27, 2021, the Common Stock and warrants of Sarcos Technology and Robotics Corporation (formerly those of Rotor Acquisition Corp.), ceased trading on the New York Stock Exchange and began trading on Nasdaq as “STRC” and “STRCW”, respectively. Basis of Presentation and Consolidation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Certain prior year amounts have been reclassified to conform to current year presentation. The Company’s fiscal year begins on January 1 and ends on December 31. COVID-19 Pandemic In March 2020, the World Health Organization declared the outbreak of COVID-19 a pandemic. Modifications continue to be made to the Company’s normal operations because of the COVID-19 pandemic and the Company continues to monitor its operations and government recommendations. Travel restrictions and capacity limits at customer locations imposed in response to the COVID-19 pandemic continue to cause delays in the assessment and deployment of the Company’s products. Although it is widely expected that the impact of the pandemic will subside over time, the Company cannot predict the future extent or duration of the impact that the COVID-19 pandemic will have on its financial condition and operations. The impact of the COVID-19 pandemic on the Company’s financial performance will depend on future developments, including the duration and spread of the outbreak and related governmental advisories and restrictions. If the financial markets and/or the overall economy continue to be impacted for an extended period, the Company’s operations and financial results may be adversely affected. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the balance sheet date, as well as reported amounts of revenue and expenses during the reporting period. The Company’s most significant estimates and judgments involve contract revenue recognized based on estimates of total contract costs and cost to complete uncompleted contracts, estimates of potential losses on uncompleted contracts, impairment evaluation of contract assets and property and equipment, useful lives of property and equipment, valuation allowance for net deferred income taxes and valuation of the Company’s stock-based compensation and warrants. Management bases its estimates on historical experience and on various other assumptions believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from those estimates. Liquidity and Capital Resources Cash and cash equivalents were $217.1 million as of December 31, 2021, compared to $33.7 million as of December 31, 2020. The Company has historically incurred losses and negative cash flows from operations. As of December 31, 2021, the Company also had an accumulated deficit of approximately $145.5 million and working capital of $222.2 million. These financial statements have been prepared in accordance with GAAP and this basis assumes the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company’s main sources of liquidity are On September 24, 2021, the Company completed the Business Combination and raised net cash proceeds of $228.8 million, net of transaction costs. The Company believes it has sufficient financial resources for at least the next 12 months from the date of this prospectus. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash, cash equivalents, accounts receivable and unbilled receivables. The Company’s cash is placed with high-credit-quality financial institutions and issuers, and at times exceed federally insured limits. The Company has not experienced any losses relating to its cash equivalents. The Company’s accounts receivable and unbilled receivables are derived from customers located in the United States. The Company performs periodic credit evaluations of its customers. The Company does not require collateral. Accounts receivable As of December 31, 2021, one of our customers accounted for more than 10% of the Company’s accounts receivable, which in total represented 81% of the accounts receivable as of the end of the year. As of December 31, 2020, five customers each accounted for more than 10% of the Company’s accounts receivable, which in total represented 97% of the accounts receivable as of the end of the year. Revenue Five (In thousands) 2021 2020 Customer A $ 1,685 $ 2,222 Customer B 630 2,156 Customer C *NM 1,066 Customer D 928 *NM Customer E 602 *NM Customer F 555 *NM *NM - Not meaningful as the customer’s related revenue was less than 10% of the Company’s revenue for the respective year. Cash and Cash Equivalents The Company considers cash as deposits held in bank accounts and undeposited funds. All highly liquid investments with an original maturity of three months or less at the time of purchase are considered to be cash equivalents. The Company’s cash equivalents may be comprised of money market funds, certificates of deposit of major financial institutions and U.S. Treasury bills. Accounts Receivable Receivables are recorded at the amount the Company expects to collect. Management determines the need for an allowance for doubtful receivables using a specific identification method after taking into account all of its remedies for collection. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. Recoveries of receivables previously written off are recorded when payment is received as other income. Management determined no allowance for doubtful receivables was necessary as of December 31, 2021 and 2020. Receivables are comprised of amounts invoiced for completed contracts and contracts in progress. As of December 31, 2021 and 2020, no amounts have been written off or provided for recoverability Inventories Inventories primarily consist of raw materials, work-in-process and finished goods. Inventories are stated at the lower of cost or estimated net realizable value. Costs are computed on the first-in, first-out basis and include material, labor and manufacturing overhead. Adjustments are also made to reduce the cost of inventory for estimated excess or obsolete balance by evaluating inventory against forecasted revenue and production requirements. Property and Equipment Property and equipment is carried at acquisition cost less accumulated depreciation. Depreciation is computed using the straight-line method based on the estimated useful lives of the related assets. The estimated useful lives by asset classification are generally as follows: Useful life Robotics and manufacturing equipment 1 – 10 years Computer equipment 3 – 5 years Software 3 years Furniture and fixtures 3 years Leasehold improvements Lesser of the useful life or the Expenditures for maintenance and repairs are expensed when incurred and betterments that extend the useful lives of property and equipment are capitalized. When assets are retired or disposed, the asset’s original cost and related accumulated depreciation are eliminated, and any gain or loss is reflected in the statements of operations. Impairment of Property and Equipment The Company evaluates on an annual basis its property and equipment for indicators of possible impairment when events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Impairment exists if the carrying amounts of such assets exceed the estimates of future net undiscounted cash flows expected to be generated by such assets. No impairment loss was recognized during the years ended December 31, 2021 and 2020 Revenue Recognition The Company recognizes revenue from the sale of its products and from the delivery of goods and services arising out of its contractual arrangements to provide research and development services that are fully funded by the customer. The Company recognizes revenue when promised goods or services are transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services by following a five-step process: 1) Identify the contract with a customer: A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights and obligations regarding the products and services to be transferred and identifies the payment terms related to these products and services, (ii) the contract has commercial substance and (iii) the Company determines that collection of substantially all consideration for products and services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. Contract modifications may include changes in scope of work, and/or the period of completion of the project. The Company analyzes contract modifications to determine if they should be accounted for as a modification to an existing contract or a new stand-alone contract. 2) Identify the performance obligations in the contract: The Company enters into contracts that can include combinations of products and services, which are either capable of being distinct and accounted for as separate performance obligations or as one performance obligation if the majority of tasks and services form a single project or capability. However, determining whether products or services are considered distinct performance obligations that should be accounted for separately may require significant judgment. 3) Determine the transaction price: The transaction price is determined based on the consideration to which the Company will be entitled to in exchange for transferring goods or services to the customer. Such amounts are typically stated in the customer contract. However, to the extent that the Company identifies variable consideration, the Company will estimate the variable consideration at the onset of the arrangement as long as it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The Company’s current contracts do not include any significant financing components because the timing of the transfer of the underlying products and services under contract are at the customers’ discretion. Additionally, the Company does not adjust the promised amount of consideration for the effects of a significant financing component if the Company expects, at contract inception, that the period between when the Company transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less. Taxes collected from customers and remitted to governmental authorities are not included in revenue. 4) Allocate the transaction price to performance obligations in the contract: Once the Company has determined the transaction price, the total transaction price is allocated to each performance obligation in a manner depicting the amount of consideration to which the Company expects to be entitled in exchange for transferring the good(s) or service(s) to the customer. If applicable, the Company allocates the transaction price to each performance obligation identified in the contract on a relative standalone selling price basis. The standalone selling price represents the amount we would sell the good(s) or service(s) to a customer on a standalone basis. For the government contracts, the Company uses expected cost plus a margin as standalone selling price. Because our contract pricing with the government customer is based on expected cost plus margin the standalone selling price of the good(s) or service(s) in our contracts with the government customer are typically equal to the selling price stated in the contract. When we sell standard good(s) or service(s) with observable standalone sale transactions, the observable standalone sales transactions are used to determine the standalone selling price. 5) Recognize revenue when or as the Company satisfies a performance obligation : For each performance obligation identified, we determine at contract inception whether we satisfy the performance obligation over time or at a point in time. For performance obligations satisfied over time, revenue is recognized as work progresses when the Company is entitled to the reimbursement of costs plus a reasonable profit for work performed for which the Company has no alternate use. For these performance obligations, the Company generally recognizes revenue using an input method with revenue amounts being recognized proportionately as costs are incurred relative to the total expected costs to satisfy the performance obligation. The Company believes that costs incurred as a portion of total estimated costs is an appropriate measure of progress towards satisfaction of the performance obligation since this measure reasonably depicts the progress of the work effort. Revenue for performance obligations that are not recognized over time are recognized at the point in time when control transfers to the customer (which is generally upon delivery). For performance obligations that are satisfied at a point in time, the Company evaluates the point in time when the customer can direct the use of, and obtain the benefits from, the products and services. Shipping and handling costs are recorded at the time of product shipment to the customer and are included within revenue. Revenues from Contracts with Customers The Company derives its revenue from two sources. First, the Company enters into research and development agreements primarily relating to the commercialization of the Company’s core products. Second, the Company sells its products and related parts and repair services. The research and development services revenue includes revenue arising from different types of contractual arrangements, including cost-type contracts and fixed-price contracts. Revenue from the sales of the Company’s products primarily includes sales of the Company’s Guardian S remote-controlled visual inspection and surveillance robotic system and its Guardian Heavy-Lift System (“HLS”). Research and Development Services Cost-type contracts – Research, development and/or testing service contracts, including cost-plus-fixed-fee and time and material contracts, relate primarily to the development of technology in the areas of robotics, artificial intelligence and unmanned systems. Cost-type contracts are generally entered into with the U.S. government. These contracts are billed at cost plus a margin as defined by the contract and Federal Acquisition Regulation (“FAR”). The FAR establishes regulations around procurement by the government and provides guidance on the types of costs that are allowable in establishing prices for goods and services delivered under government contracts. Revenue on cost-type contracts is recognized over time as goods and services are provided. Fixed-price contracts – Fixed-price development contracts relate primarily to the development of technology in the area of robotic platforms. Fixed-price development contracts generally require a significant service of integrating a complex set of tasks and components into a single deliverable. Revenue on fixed-price contracts is generally recognized over time as goods and services are provided. To the extent the Company’s actual costs vary from the fixed fee, we will generate more or less profit or could incur a loss. The Company will recognize losses at the contract level in earnings in the period in which they are incurred. Product Revenue Product revenues relate to sales of the Company’s Guardian S and Guardian HLS products, and certain miscellaneous parts, accessories and repair services. The Company provides a limited one-year warranty on product sales. Product warranties are considered assurance-type warranties and are not considered to be separate performance obligations. Revenue on product sales is recognized at the point in time when ownership of the goods is transferred, generally at the time of shipment to the customer. At the time revenue is recognized, an accrual is established for estimated warranty expenses based on historical experience as well as anticipated product performance. The revenue recognized for Research and Development Services and Product Revenue were as follows: December 31, (In thousands) 2021 2020 Research and Development Services $ 3,584 $ 6,811 Product Revenue 1,491 2,002 Revenue, net $ 5,075 $ 8,813 Contract Balances The timing of revenue recognition, billing, and cash collection results in the recognition of accounts receivable, unbilled receivables, contract assets, and deferred revenue in the Company’s consolidated balance sheets. Cash funds received in excess of revenues recognized that is contingent upon the satisfaction of performance obligations is accounted for as deferred revenue. Contract assets include unbilled amounts resulting from contracts in which revenue is recognized over time, revenue recognized exceeds the amount billed, and right to payment is not only subject to the passage of time and further performance. The opening and closing balances of our accounts receivable, unbilled receivables, contract assets and deferred revenues are as follows: (In thousands) Accounts receivable Unbilled receivable Contract assets Contract assets Deferred revenue Opening Balance as of December 31, 2019 $ 916 $ 868 $ 195 $ 110 $ 200 Increase/(decrease), net 135 (649 ) (102 ) (17 ) (143 ) Ending Balance as of December 31, 2020 1,051 219 93 93 57 Increase/(decrease), net (263 ) 2 1 (57 ) (27 ) Ending Balance as of December 31, 2021 $ 788 $ 221 $ 94 $ 36 $ 30 The Company recorded its current contract assets, long-term contract assets and current deferred revenue within prepaid expenses and other current assets, other non-current assets, and accrued liabilities, respectively. For the deferred revenue balance, during the years ended December 31, 2021 and 2020, the Company recognized revenue of $0.1 million and $0.2 million, respectively, in the consolidated statements of operations and comprehensive loss. Remaining performance obligations As of December 31, 2021, the Company had backlog, or revenue related to remaining performance obligations, of $1.8 million. We expect that all of this backlog will be recognized in 2022. Research and Development Costs Research and development expenses consist of costs incurred for experimentation, design, and testing that are expensed as incurred. Sales and Marketing Costs The Company expenses advertising costs as incurred. Marketing costs include product demonstration, customer service, lead generation, public relations, market research and internal labor in the consolidated statements of operations and comprehensive loss. Stock-Based Compensation The Company calculates the fair value of all stock-based awards, including stock options and restricted stock awards on the date of grant. The Company values stock options using the Black-Scholes option-pricing model, which requires the use of a number of assumptions, including expected volatility, expected life, risk-free interest rate and expected dividends. The stock-based compensation expense is recognized on a straight-line basis over the requisite service periods of the awards, which is generally four years. The Company records forfeitures as they occur. Income Taxes Income taxes are provided for the tax effects of transactions reported in the consolidated financial statements and consist of taxes currently due plus deferred income taxes related primarily to differences between the tax bases and financial reporting bases of assets and liabilities. Deferred income taxes represent future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. The Company determines its valuation allowance on deferred tax assets by considering both positive and negative evidence, including its operating results, ongoing tax planning and forecasts of future taxable income on a jurisdiction-by-jurisdiction basis, to ascertain whether it is more likely than not that deferred tax assets will be realized. In the event the Company determines that it would be able to realize its deferred income tax assets in the future in excess of their net recorded amount, it would make an adjustment to the valuation allowance, which would reduce the provision for income taxes. Conversely, in the event that all or part of the net deferred tax assets are determined not to be realizable in the future, an adjustment to the valuation allowance would be charged to earnings in the period such determination is made. Recently Issued Accounting Standard Pronouncements As an emerging growth company (“EGC”), the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act until such time as the Company is no longer considered to be an EGC. The adoption dates discussed below reflect this election. In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02 regarding Accounting Standards Codification (“ASC”) 842 Leases. The amendments in this guidance require balance sheet recognition of lease assets and lease liabilities by lessees for leases classified as operating leases, with an optional policy election to not recognize lease assets and lease liabilities for leases with a term of 12 months or less. The amendments also require new disclosures, including qualitative and quantitative requirements, providing additional information about the amounts recorded in the consolidated financial statements. The amendments require a modified retrospective approach with optional practical expedients. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements. ASU 2018-11 provides entities another option for transition, allowing entities to not apply the new standard in the comparative periods they present in their consolidated financial statements in the year of adoption. In June 2020, the FASB Issued ASU 2020-05, Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Effective Dates for Certain Entities (“ASU 2020-05”). The update defers the initial effective date of ASU 2016-02 by one year for private companies and private non-for-profits. For these entities, the effective date is for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The Company will present the impact of the new guidance in its annual statements as of December 31, 2022 and its interim statements thereafter. The Company is currently in the process of evaluating the impact adopting ASC 842 will have on its consolidated financial statements and related disclosures. In June 2016, the FASB Issued ASU 2016-13, Financial Instruments—Credit Losses The Company does not expect adoption of this new guidance to have a material impact on its results of operations, financial condition and financial statement disclosures. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes The Company does not expect the adoption of this standard to have a material impact on its consolidated financial statements. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
Fair Value Measurements | 2. Fair Value Measurements ASC Topic 820, Fair Value Measurement, defines fair value as the exchange price that would be received for an asset, or an exit price paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy defines a three-level valuation hierarchy for disclosure of fair value measurements as follows: Level 1—Fair value is based on observable inputs such as quoted prices for identical assets or liabilities in active markets. Level 2—Fair value is determined using quoted prices for similar assets or liabilities in active markets or quoted prices for identical or similar assets or liabilities in markets that are not active or are directly or indirectly observable. Level 3—Fair value is determined using one or more significant inputs that are unobservable in active markets at the measurement date, such as an option pricing model, discounted cash flow, or similar technique. Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis On a recurring basis, the Company measures certain of its financial assets and liabilities at fair value. The fair value of the Company’s financial assets and liabilities measured at fair value on a recurring basis was determined using the following inputs: As of March 31, 2022 (In thousands) Level 1 Level 2 Level 3 Fair Value Liabilities: Warrant liability $ — $ 7,283 $ — $ 7,283 Total liabilities $ — $ 7,283 $ — $ 7,283 As of December 31, 2021 (In thousands) Level 1 Level 2 Level 3 Fair Value Liabilities: Warrant liability $ — $ — $ 13,701 $ 13,701 Total liabilities $ — $ — $ 13,701 $ 13,701 The carrying amounts of accounts payable and accrued expenses approximate their fair values because of the relatively short periods until they are required to be settled. The following table sets forth a reconciliation from the opening balances to the closing balances for Level 3 values: (In thousands) Balance at December 31, 2021 $ 13,701 Warrant liability transferred out of Level 3 (13,701 ) Balance at March 31, 2022 $ — Transfers to/from Levels 1, 2 and 3 are recognized at the beginning of the reporting period in which a change in valuation technique or methodology occurs. During the first quarter of 2022 the trading price of the Public Warrants was used to value the Private Placement Warrants, and a third-party valuation was no longer deemed necessary resulting in the estimated fair value of the Private Placement Warrants being transferred from a Level 3 fair value measurement to a Level 2 fair value measurement. | 2. Fair Value Measurements ASC Topic 820, Fair Value Measurement, defines fair value as the exchange price that would be received for an asset or an exit price paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy defines a three-level valuation hierarchy for disclosure of fair value measurements as follows: Level 1—Fair value is based on observable inputs such as quoted prices for identical assets or liabilities in active markets. Level 2—Fair value is determined using quoted prices for similar assets or liabilities in active markets or quoted prices for identical or similar assets or liabilities in markets that are not active or are directly or indirectly observable. Level 3—Fair value is determined using one or more significant inputs that are unobservable in active markets at the measurement date, such as an option pricing model, discounted cash flow, or similar technique. Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis On a recurring basis, the Company measures certain of its financial assets and liabilities, namely its warrant liabilities and cash equivalents, at fair value. The fair value of the Company’s financial assets and liabilities measured at fair value on a recurring basis was determined using the following inputs: As of December 31, 2021 (In thousands) Level 1 Level 2 Level 3 Fair Value Liabilities: Warrant liability $ — $ — $ 13,701 $ 13,701 Total liabilities $ — $ — $ 13,701 $ 13,701 As of December 31, 2020 (In thousands) Level 1 Level 2 Level 3 Fair Value Assets: Cash equivalents: Money market funds $ 31,726 $ — $ — $ 31,726 Total assets $ 31,726 $ — $ — $ 31,726 Cash equivalents consist primarily of money market funds with original maturities of three months or less at the time of purchase, and the carrying amount is a reasonable estimate of fair value. There were no transfers between fair value measurements levels during the years ended December 31, 2021 and 2020. The table below sets forth a summary of changes in the fair value of the Company’s Level 3 warrants for the year ended December 31, 2021: (In thousands) Balance at December 31, 2020 $ — Initial recognition of warrants 8,774 Increase in fair value of warrants 4,927 Balance at December 31, 2021 $ 13,701 The carrying amounts of accounts payable, accrued expenses and notes payable approximate their fair values because of the relatively short periods until they mature or are required to be settled. |
Balance Sheet Components
Balance Sheet Components | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||
Supplemental Balance Sheet Disclosures | 3. Balance Sheet Components Inventories, Net Inventories, net consist of the following: (In thousands) March 31, 2022 December 31, 2021 Raw materials $ 452 $ 458 Work-in-process 45 41 Finished goods, net 508 507 Total inventories, net $ 1,005 $ 1,006 The Company had inventory reserves of $0.3 million as of March 31, 2022 and December 31, 2021, respectively. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following: (In thousands) March 31, 2022 December 31, 2021 Prepaid insurance $ 3,272 $ 4,786 Software 3,201 4,144 Other prepaid expense 333 171 Other assets 163 101 Total prepaid expenses and other current assets $ 6,969 $ 9,202 Property and Equipment, Net Property and equipment, net consist of the following: (In thousands) March 31, 2022 December 31, 2021 Robotics and manufacturing equipment $ 876 $ 876 Leasehold improvements 3,890 3,890 Computer equipment 1,270 1,270 Capital leased computer equipment 271 271 Software 355 355 Furniture and fixtures, and other fixed assets 828 753 Construction in progress 855 872 Property and equipment, gross 8,345 8,287 Accumulated depreciation and amortization (1,504 ) (1,236 ) Property and equipment, net $ 6,841 $ 7,051 Depreciation expenses were $0.3 million and $0.1 million, for the three months ended March 31, 2022 and 2021, respectively. Accrued Liabilities Accrued liabilities consist of the following: (In thousands) March 31, 2022 December 31, 2021 Payroll and related costs $ 1,263 $ 2,511 Consulting and professional services 1,825 406 Legal accrual — 520 Other current liabilities 779 1,043 Total accrued liabilities $ 3,867 $ 4,480 Other Non-current Liabilities Other non-current liabilities consist of the following: (In thousands) March 31, 2022 December 31, 2021 Capital leases and other 6 7 Deferred rent 1,982 1,992 Total other non-current liabilities $ 1,988 $ 1,999 | 3. Balance Sheet Components Inventories, net Inventories, net consist of the following: (In thousands) December 31, 2021 December 31, 2020 Raw materials $ 458 $ 516 Work-in-process 41 100 Finished goods, net 507 91 Total inventories $ 1,006 $ 707 The Company had inventory reserves of $0.3 million and $0.1 million for t he years ended December 31, 2021 and 2020, respectively. Prepaid expenses and other current assets Prepaid expenses and other current assets consist of the following: (In thousands) December 31, 2021 December 31, 2020 Prepaid insurance $ 4,786 $ 34 Software 4,144 287 Other prepaid expense 171 279 Other assets 101 93 Total prepaid expenses and other current assets $ 9,202 $ 693 Property and equipment, net Property and equipment, net consist of the following: (In thousands) December 31, 2021 December 31, 2020 Robotics and manufacturing equipment $ 876 $ 659 Leasehold improvements 3,890 154 Computer equipment 1,270 568 Capital leased computer equipment 271 386 Software 355 359 Other fixed assets 753 147 Construction in progress 872 141 Property and equipment, gross 8,287 2,414 Accumulated depreciation and amortization (1,236 ) (989 ) Property and equipment, net $ 7,051 $ 1,425 Depreciation expenses were $0.5 million and $0.5 million for the years ended December 31, 2021 and 2020 Accrued liabilities Accrued liabilities consist of the following: (In thousands) December 31, 2021 December 31, 2020 Payroll and related costs $ 2,511 $ 934 Consulting and professional services 406 125 Legal accrual 520 — Other current liabilities 1,043 196 Total accrued liabilities $ 4,480 $ 1,255 Other non-current liabilities Other non-current liabilities consist of the following: (In thousands) December 31, 2021 December 31, 2020 Payroll and related costs $ — $ 286 Capital leases and other 7 240 Deferred rent 1,992 — Total other non-current liabilities $ 1,999 $ 526 |
Notes Payable
Notes Payable | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | ||
Notes Payable | 4. Notes Payable Old Sarcos received two unsecured loans under the Paycheck Protection Program (“PPP”) administered by the Small Business Administration, pursuant to the Coronavirus Aid, Relief, and Economic Security Act. The first loan, with a principal amount of $2.4 million, was received in April 2020, and the second loan, with a principal amount of $2.0 million, was received in March 2021. These PPP loans had an interest rate of 1.00% per year. The first PPP loan of $2.4 million was forgiven during June 2021, and the second PPP loan of $2.0 million was forgiven during November 2021. As of March 31, 2022, the Company did not have any outstanding PPP loans. | 4. Notes Payable Paycheck Protection Program Loan Old Sarcos received two unsecured loans under the Paycheck Protection Program (“PPP”) administered by the Small Business Administration, pursuant to the Coronavirus Aid, Relief, and Economic Security Act. The first loan, with a principal amount of $2.4 million, was received in April 2020, and the second loan, with a principal amount of $2.0 million, was received in March 2021. These PPP loans had an interest rate of 1.00% per year. The first PPP loan of $2.4 million was forgiven during June 2021, and the second PPP loan of $2.0 million was forgiven during November 2021. The forgiveness of these PPP loans resulted in gains of $4.4 million during the year ended December 31, 2021 Notes payable consisted of the following: (In thousands) December 31, December 31, First PPP loan $ — $ 2,394 Total Notes payable — 2,394 Less: Notes payable, current portion — 1,328 Notes payable, net of current portion $ — $ 1,066 |
Reverse Recapitalization
Reverse Recapitalization | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Business Combination And Asset Acquisition [Abstract] | ||
Reverse Recapitalization | 5. Reverse Recapitalization Pursuant to ASC 805, Business Combinations , the Business Combination was accounted for as a reverse recapitalization, rather than a business combination, for financial accounting and reporting purposes. Accordingly, Old Sarcos was deemed the accounting acquirer (and legal acquiree) and Rotor was treated as the accounting acquiree (and legal acquirer). Under this method of accounting, the reverse recapitalization was treated as the equivalent of Old Sarcos issuing stock for the net assets of Rotor, accompanied by a recapitalization. The net assets of Rotor are stated at historical cost, with no goodwill or other intangible assets recorded. The consolidated assets, liabilities and results of operations prior to the Merger are those of Old Sarcos. The shares, and corresponding capital amounts and earnings per share available for common stockholders, prior to the Merger have been retroactively restated as shares reflecting the Exchange Ratio. Earn-Out Shares Each holder of Old Sarcos capital stock (including the Old Sarcos RSA) is entitled to a right to Contingent Merger Consideration following the closing of the Business Combination in the form of earn-outs, up to an aggregate of 28,125,000 shares of Common Stock. The earn-outs will become payable as follows: • 14,062,500 • 14,062,500 The Earn-Out Shares issuable to holders of Old Sarcos capital stock are accounted for as equity-linked instruments , and the Earn-Out Shares issuable to holders of Old Sarcos capital stock subject to restricted stock awards are accounted for as share-based compensation. Immediately following the Merger, the Company had 137,589,275 shares issued and outstanding of Common Stock. The following table presents the number of shares of the Company’s Common Stock outstanding immediately following the Merger: Number of Shares Rotor Class A Common Stock, outstanding prior to Merger 27,600,000 Rotor Class B Common Stock, outstanding prior to Merger 6,405,960 Class A common stock issued to PIPE Investors 22,000,000 Less: redemption of Rotor Common Stock (23,479,970 ) Total shares from Merger and PIPE financing 32,525,990 Recapitalization of Old Sarcos common stock into Class A common stock (1) 105,063,285 Total shares of Common Stock immediately after the Merger 137,589,275 (1) | 5. Reverse Recapitalization Pursuant to ASC 805, Business Combinations Earn-Out Shares Each holder of Old Sarcos capital stock (including any Old Sarcos RSAs) is entitled to a right to Contingent Merger Consideration in the form of earn-outs, up to an aggregate of 28,125,000 shares of Common Stock. The earn-outs will become payable as follows: • 14,062,500 • 14,062,500 The Earn-Out Shares issuable to holders of Old Sarcos capital stock are accounted for as equity-linked instruments , and the Earn-Out Shares issuable to holders of Old Sarcos capital stock subject to restricted stock awards are accounted for as share-based compensation. Upon the closing of the Business Combination and the PIPE Financing, the Company received net cash proceeds of $228.8 million. The following table reconciles the elements of the Merger to the consolidated statements of cash flows and the consolidated statements of stockholders’ equity for the year ended December 31, 2021 (In thousands) Recapitalization Cash proceeds from Rotor, net of redemptions and transaction expenses $ 25,359 Cash proceeds from PIPE Financing 220,000 Less: Cash payment of transaction expenses - Sarcos (16,571 ) Net Cash proceeds from Merger and PIPE financing 228,788 Less: Warrant liabilities assumed (8,774 ) Less: Other non-cash net assets assumed 40 Less: Unpaid and previously expensed Merger transaction costs (148 ) Net contributions from recapitalization $ 219,906 Immediately following closing of the Merger, the Company had 137,589,275 shares issued and outstanding of Common Stock. The following table present the number of shares of the Company’s Common Stock outstanding immediately following the consummation of the Merger: Number of Shares Rotor Class A Common Stock, outstanding prior to Merger 27,600,000 Rotor Class B Common Stock, outstanding prior to Merger 6,405,960 Class A common stock issued to PIPE Investors 22,000,000 Less: redemption of Rotor Common Stock (23,479,970 ) Total shares from Merger and PIPE financing 32,525,990 Recapitalization of Old Sarcos common stock into Class A common stock 1 105,063,285 Total shares of Common Stock immediately after the Effective Time 137,589,275 1 In connection with the Merger, the Company incurred direct and incremental costs of approximately $32.9 million r $1.1 million that |
Equity
Equity | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders Equity Note [Abstract] | |
Equity | 6. Equity Common Stock On September 27, 2021, the Company’s Common Stock and Warrants began trading on the Nasdaq Global Market under the ticker symbols “STRC” and “STRCW”, respectively. As of December 31, 2021, the Company had authorized a total of 990,000,000 shares for issuance as Common Stock. As of December 31, 2021, 137,722,658 shares of Common Stock were issued and outstanding. In September 2016, the founders of Old Sarcos granted Old Sarcos a purchase right for 4,000,000 shares of Class B common stock of Old Sarcos originally purchased by the founders in 2015. Old Sarcos had an exclusive option to repurchase unvested shares of Class B common stock at a price per share equal to the original issue price per share in the event that the founder’s relationship with Old Sarcos was terminated. The repurchase right for the 4,000,000 shares lapsed in equal monthly amounts over 48 months ending in September 2020 Note 1, Basis of Presentation and Summary of Significant Accounting Policies Preferred Stock As of December 31, 2021, the Company had authorized a total of 10,000,000 shares for issuance as preferred stock. The Company’s board of directors has the authority to issue preferred stock and to determine the rights, privileges, preferences, restrictions and voting rights of those shares. As of December 31, 2021, the Company had no shares of preferred stock outstanding as all preferred stock of Old Sarcos had been converted to Common Stock as part of the Business Combination. Non-controlling Interest The non-controlling interest represents the membership interest in ZeptoVision, Inc., (“Zepto”) that was held by a holder other than the Company. Zepto was formed in April 2016 and the formation of Zepto was accounted for as a common control transaction at the time of formation. As of December 31, 2020, the Company’s ownership percentage in Zepto was 79%. The Company has consolidated the financial position and results of operations of Zepto and reflected the 21% interest as a non-controlling interest for the year ended December 31, 2020. The carrying amount of the non-controlling interest was adjusted to reflect the change in its ownership interest in the subsidiary, with the offset to equity attributable to the Company . On February 16, 2021, the Company acquired the non-controlling interest’s shares in Zepto for a purchase price of $0.2 million making Zepto a wholly owned subsidiary of the Company. The acquisition of the remaining shares of Zepto resulted in the decrease of non-controlling interest to zero and adjustment to additional paid-in capital to reflect the Company’s increased ownership in Zepto. |
Warrants
Warrants | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
Warrants | 7 . Warrants On January 31, 2020, Old Sarcos issued 250,000 Class A Common Stock warrants to one of the Series C Preferred Stock investors, at an exercise price of $11.3243 per share with an expiration date of January 31, 2030. On January 20, 2021, Rotor consummated the initial public offering (“IPO”) of 27,600,000 units (the “Units”), including the full exercise by the underwriters of their over-allotment option. Each Unit included one share of Class A Common Stock and one half of one warrant (the “Public Warrants”). Simultaneously with the closing of the IPO, Rotor consummated the sale of 7,270,000 warrants (the “Private Placement Warrants”) in a private placement to Rotor Sponsor LLC (the “Sponsor”), an affiliate of Rotor’s officers and directors, and certain funds and accounts managed by two qualified institutional buyers. At the Closing Date, Old Sarcos acquired the net liabilities from Rotor, including the Public Warrants, that were recorded as equity instruments, and the Private Placement Warrants, that were recorded as warrant liabilities (together the “Warrants”). Each whole Warrant entitles the registered holder to purchase one share of the Company's Common Stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing on January 20, 2022, provided that the Company has an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”) covering the shares of the Common Stock issuable upon exercise of the Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Warrants on a cashless basis under the circumstances specified in the warrant agreement (the “Warrant Agreement”) entered into between Continental Stock Transfer & Trust Company and Rotor and such shares are registered, qualified or exempt from registration under the securities laws of the state of residence of the holder. Pursuant to the Warrant Agreement, a Warrant holder may exercise its Warrants only for a whole number of shares of the Company's Common Stock. The Warrants will expire five years after the completion of the Business Combination, or September 24, 2026, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Common Stock pursuant to the exercise of a Warrant and will have no obligation to settle such Warrant exercise unless a registration statement under the Securities Act with respect to the shares of Common Stock underlying the Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations described below with respect to registration, or a valid exemption from registration is available. No Warrant will be exercisable, and the Company will not be obligated to issue a share of Common Stock upon exercise of a Warrant unless the share of the Company's Common Stock issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Warrants. If the conditions in the two immediately preceding sentences are not satisfied with respect to a Warrant, the holder of such Warrant will not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any Warrant. In the event a registration statement is not effective for the exercised Warrants, the purchaser in the Rotor IPO of a Unit containing such Warrant will have paid the full purchase price for the Unit solely for the share of the Company's Common Stock underlying such Unit. Except as described herein, the Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants. If the Private Placement Warrants are held by holders other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the Public Warrants. The Private Placement Warrants will not be redeemable by the Company so long as they are held by the initial purchasers or their permitted transferees, subject to certain exceptions. The initial purchasers or their permitted transferees, have the option to exercise the Private Placement Warrants on a cashless basis. Redemption of Warrants When the Price per Share of the Company's Common Stock Equals or Exceeds $18.00. Once the Warrants become exercisable, the Company may call the Warrants for redemption: • in whole and not in part; • at a price of $0.01 per Warrant; • upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each Warrant holder; and • if, and only if, the last reported sale price of the shares of the Company's Common Stock for any 20 trading days within a 30-trading day period commencing after the Warrants become exercisable and ending three business days before the Company sends the notice of redemption to the Warrant holders (which is referred to as the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like). If and when the Warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. However, the Company will not redeem the Warrants unless an effective registration statement under Redemption of Warrants When the Price per Share of Our Common Stock Equals or Exceeds $10.00. Once the Warrants become exercisable, the Company may redeem the outstanding Warrant s (except as described herein with respect to the Private Placement Warrants if the Company does not utilize this redemption provision): • in whole and not in part; • at $0.10 per Warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their Warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of the Company's Common Stock • if, and only if, the Reference Value (as defined above) equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like); and • if the Reference Value is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) the Private Placement Warrants must also be concurrently called for redemption on the same terms (except as described above with respect to a holder’s ability to cashless exercise its Warrants) as the outstanding Public Warrants, as described above. | 7. Warrants On January 31, 2020, Old Sarcos issued 250,000 Class A Common Stock warrants to one of its investors, at an exercise price of $11.3243 per share with an expiration date of January 31, 2030. The Company generally accounts for warrants to purchase Common Stock as a component of equity at its issued cost unless the warrants include a conditional obligation to issue a variable number of shares or there is a deemed possibility that the Company may need to settle the warrants in cash. Old Sarcos estimated the fair value of these warrants using the Black-Scholes option valuation model based on the estimated fair value of the underlying Common Stock, with the following assumptions: remaining contractual term of ten years, risk-free interest rate of 3.05%, volatility of 85% and no dividend yield. These estimates, especially the market value of the underlying Common Stock and the related expected volatility, are judgmental and could differ materially in the future. Old Sarcos estimated the fair value of warrants exercisable for Class A Common Stock using the Black-Scholes option valuation model based on the estimated fair value of the underlying Common Stock. Immediately prior to the effective time of the Merger, all the issued and outstanding warrants to purchase 250,000 shares of Class A Stock of Old Sarcos warrants were net exercised and upon the Closing were exchanged for shares of the Company’s Common Stock in an amount determined by application of the Exchange Ratio, as discussed in Note 1. On January 20, 2021, Rotor consummated the initial public offering (“IPO”) of 27,600,000 units (the “Units”), including the full exercise by the underwriters of their over-allotment option. Each Unit included one share of Class A Common Stock and one half of one warrant (the “Public Warrants”). Simultaneously with the closing of the IPO, Rotor consummated the sale of 7,270,000 warrants (the “Private Placement Warrants”) in a private placement to Rotor Sponsor LLC (the “Sponsor”), an affiliate of Rotor’s officers and directors, and certain funds and accounts managed by two qualified institutional buyers. At the Closing Date, Old Sarcos acquired the net liabilities from Rotor, including the Public Warrants, that were recorded as equity instruments, and the Private Placement Warrants, that were recorded as warrant liabilities (together the “Warrants”). The Company estimated the fair value of the Private Placement Warrants exercisable for Common Stock measured at fair value on a recurring basis at the respective dates using the binomial lattice valuation model. The binomial lattice valuation model inputs are based on the estimated fair value of the underlying Common Stock at the valuation measurement date, the remaining contractual term of the warrant, the risk-free interest rates, the expected dividends and the implied volatility of the price of the Company’s underlying stock. These estimates, especially the expected volatility, are highly judgmental and could differ materially in the future. The Company recognized a loss of $4.9 million related to the change in fair value of the Private Placement Warrants during the year ended The following table provides quantitative information regarding assumptions used in the binomial lattice model to determine the fair value of the Private Placement Warrants: December 31, 2021 September 24, 2021 Stock price $ 9.98 $ 10.05 Term (in years) 0.06 0.32 Implied volatility 30.3 % 18.9 % Risk-free rate 1.22 % 1.0 % Dividend yield 0.0 % 0.0 % Each whole Warrant entitles the registered holder to purchase one share of our Common Stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing on January 20, 2022, provided that we have an effective registration statement under the Securities Act covering the shares of the Common Stock issuable upon exercise of the Warrants and a current prospectus relating to them is available (or we permit holders to exercise their Warrants on a cashless basis under the circumstances specified in the warrant agreement entered into between Continental Stock Transfer & Trust Company and Rotor (the “Warrant Agreement”)) and such shares are registered, qualified or exempt from registration under the securities laws of the state of residence of the holder. Pursuant to the Warrant Agreement, a Warrant holder may exercise its Warrants only for a whole number of shares of our Common Stock. This means only a whole Warrant may be exercised at a given time by a Warrant holder. The Warrants will expire five years after the completion of the Business Combination, or September 24, 2026, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. We will not be obligated to deliver any Common Stock pursuant to the exercise of a Warrant and will have no obligation to settle such Warrant exercise unless a registration statement under the Securities Act with respect to the shares of our Common Stock underlying the Warrants is then effective and a prospectus relating thereto is current, subject to our satisfying our obligations described below with respect to registration, or a valid exemption from registration is available. No Warrant will be exercisable, and we will not be obligated to issue a share of our Common Stock upon exercise of a Warrant unless the share of our Common Stock issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Warrants. In the event the conditions in the two immediately preceding sentences are not satisfied with respect to a Warrant, the holder of such Warrant will not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless. In no event will we be required to net cash settle any Warrant. In the event a registration statement is not effective for the exercised Warrants, the purchaser in the Rotor IPO of a Unit containing such Warrant will have paid the full purchase price for the Unit solely for the share of our Common Stock underlying such Unit. Except as described herein, the Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by us in all redemption scenarios and exercisable by the holders on the same basis as the Public Warrants. The Private Placement Warrants will not be redeemable by us so long as they are held by the initial purchasers or its permitted transferees, subject to certain exceptions. The Sponsor, or its permitted transferees, have the option to exercise the Private Placement Warrants on a cashless basis. Redemption of Warrants When the Price per Share of Our Common Stock Equals or Exceeds $18.00. Once the Warrants become exercisable, we may call the Warrants for redemption: • in whole and not in part; • at a price of $0.01 per Warrant; • upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each Warrant holder; and • if, and only if, the last reported sale price of the shares of our Common Stock for any 20 trading days within a 30-trading day period commencing after the Warrants become exercisable and ending three business days before we send the notice of redemption to the Warrant holders (which we refer to as the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like). If and when the Warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. However, we will not redeem the Warrants unless an effective registration statement under Redemption of Warrants When the Price per Share of Our Common Stock Equals or Exceeds $10.00. Once the Warrants become exercisable, we may redeem the outstanding Warrant s (except as described herein with respect to the Private Placement Warrants if we do not utilize this redemption provision): • in whole and not in part; • at $0.10 per Warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their Warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of our Common Stock • if, and only if, the Reference Value (as defined above) equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like); and • if the Reference Value is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) the Private Placement Warrants must also be concurrently called for redemption on the same terms (except as described above with respect to a holder’s ability to cashless exercise its Warrants) as the outstanding Public Warrants, as described above. |
Stock-based Compensation
Stock-based Compensation | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Stock-based Compensation | 8. Stock-based Compensation 2015 Stock Plan The Old Sarcos 2015 Equity Incentive Plan (the “2015 Plan”) provided stock option awards, RSUs and RSAs for issuance to Company employees, officers, directors, non-employee agents and consultants. These awards vest over three to five years and are exercisable up to 10 years from the date of grant. Unvested options are forfeited upon termination. Following the closing of the Merger, no further awards will be made under the 2015 Plan. Any forfeited awards will be added to the 2021 Plan . 2021 Stock Plan On September 15, 2021, the stockholders of the Company approved the Sarcos Technology and Robotics Corporation 2021 Equity Incentive Plan (the “2021 Plan”), and on the Closing Date, the 2021 Plan was approved by the board of directors. The 2021 Plan provides stock option awards, RSUs and RSAs for issuance to Company employees, officers, directors, non-employee agents and consultants. In general, these awards vest over one to four years and are exercisable up to 10 years from the date of grant. The maximum number of shares of Common Stock that may be issued pursuant to the 2021 Plan is (i) 30.0 million shares of Common Stock of the Company plus (ii) any shares of Common Stock subject to stock options and other awards that were assumed in the Business Commination and expire or otherwise terminate without having been exercised in full, are tendered to or withheld by the Company for payment of an exercise price or for tax withholding obligations, or are forfeited to or repurchased by the Company due to failure to vest, with the maximum number of shares to be added to the 2021 Plan pursuant to clause (ii) equal to 12.8 million shares of Common Stock. As of March 31, 2022, 29.6 million shares were available to grant under the 2021 Plan. The following summarizes the Compa Options Outstanding Number of Shares Weighted Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding – December 31, 2021 10,027,094 $ 3.28 7.2 $ 67,173 Granted 1,010 9.81 — Exercised (83,582 ) 0.78 — Cancelled (744,907 ) 7.21 — Outstanding – March 31, 2022 9,199,615 $ 2.99 6.8 $ 37,590 Exercisable – December 31, 2021 5,176,464 $ 0.46 5.3 $ 49,268 Exercisable – March 31, 2022 5,296,422 $ 0.51 5.1 $ 32,547 The following summarizes the Company’s employee RSUs activity for the three months ended March 31, 2022: Restricted Stock Units Outstanding Number of Shares Weighted-Average Grant-Date Fair Value Outstanding – December 31, 2021 1,797,474 $ 8.34 Granted 408 9.81 Released (731,588 ) 8.78 Cancelled (222,746 ) 8.74 Outstanding – March 31, 2022 843,548 $ 7.86 The following summarizes the Company’s employee RSAs activity for the three months ended March 31, 2022: Restricted Stock Awards Outstanding Number of Shares Weighted-Average Grant-Date Fair Value Outstanding – December 31, 2021 5,129,222 $ 8.78 Released (1,282,305 ) 8.78 Outstanding – March 31, 2022 3,846,917 $ 8.78 Sarcos RSA holders are eligible to receive additional shares upon achievement of earn-out targets as discussed in Note 5 above. The Company recognized stock-based compensation expense in the condensed consolidated statement of operations and comprehensive loss as follows: For the three months ended March 31, (In thousands) 2022 2021 Cost of revenue $ 14 $ 28 Research and development 155 61 Sales and marketing 132 10 General and administrative 10,549 74 Total stock-based compensation expense $ 10,850 $ 173 | 8. Stock-based Compensation Equity Incentive Plan 2015 Stock Plan The 2015 Plan provided stock option awards, RSUs and RSAs for issuance to Company employees, officers, directors, non-employee agents and consultants. These awards vest over three to five years and are exercisable up to 10 years from the date of grant. Unvested options are forfeited upon termination. Following the closing of the Merger, no further awards will be made under the 2015 Plan. Any forfeited awards will be added to the 2021 Plan. 2021 Stock Plan On September 15, 2021, the stockholders of the Company approved the 2021 Plan, and on the Closing Date, the 2021 Plan was approved by the board of directors. The 2021 Plan provides stock option awards, RSUs and RSAs for issuance to Company employees, officers, directors, non-employee agents and consultants. In general, these awards vest over one to four years and are exercisable up to 10 years from the date of grant. The maximum number of shares of Common Stock that may be issued pursuant to the 2021 Plan is (i) 30,000,000 shares of Common Stock of the Company plus (ii) any shares of Common Stock subject to stock options and other awards that were assumed in the Business Commination and expire or otherwise terminate without having been exercised in full, are tendered to or withheld by the Company for payment of an exercise price or for tax withholding obligations, or are forfeited to or repurchased by the Company due to failure to vest, with the maximum number of shares to be added to the 2021 Plan pursuant to clause (ii) equal to 12,760,600 shares of Common Stock. As of December 31, 2021, 27,842,561 shares were available to grant under the 2021 Plan. The following summarizes the Company’s stock option activity for the years ended December 31, 2021 and 2020: Options Outstanding Number of Shares Weighted Average Exercise Price Weighted- Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding – December 31, 2019 7,738,866 $ 0.49 7.36 $ 5,848 Granted 1,993,969 1.24 Exercised (318,564 ) 0.40 Cancelled (1,531,184 ) 0.93 Outstanding – December 31, 2020 7,883,087 0.59 6.83 $ 5,058 Granted 3,761,109 7.93 Exercised (158,129 ) 0.16 Cancelled (1,458,973 ) 1.11 Outstanding – December 31, 2021 10,027,094 $ 3.28 7.23 $ 67,173 Exercisable – December 31, 2020 5,063,856 $ 0.33 5.78 $ 4,592 Exercisable – December 31, 2021 5,176,464 $ 0.46 5.33 $ 49,268 The aggregate intrinsic value is the fair market value on the reporting date less the exercise price for each option. The aggregate intrinsic value of the options exercised was $0.8 million d $0.3 million du For options granted during the years ended December 31, 2021, and 2020, the weighted average estimated fair value was $4.79 and $0.72 per option, respectively. The Company utilizes the Black-Scholes option pricing model for estimating the fair value of options granted, which requires the input of subjective assumptions. The Company calculates the fair value of each option grant on the grant date using the following assumptions: Expected Term—Options granted generally vest over a period of 48 months and expire 10 years from date of grant. The Company uses the simplified method when calculating expected term due to insufficient historical information. Expected Volatility—Due to insufficient historical information the Company uses a blended approach when calculating expected volatility. The Company uses its historic data for the periods it has been publicly - traded and a benchmark of other comparable public companies’ volatility rates. Expected Dividend Yield—The dividend yield used is zero as the Company does not have a history of paying dividends on its Common Stock and does not anticipate doing so in the foreseeable future. Risk-Free Interest Rate—The interest rates used are based on the implied yield available on U.S. Treasury zero-coupon issues with an equivalent remaining term equal to the expected life of the award. The Company calculated the fair value of option grants on the respective dates of grant using the following weighted average assumptions: Years ended December 31, December 31, 2021 2020 Options Risk-free interest rate 1.19 % 0.51 % Expected term (in years) 6.08 6.06 Expected dividend yield — % — % Expected volatility 66.56 % 64.98 % The following summarizes the Company’s employee RSU activity for the years ended December 31, 2021 and 2020: Restricted Stock Units Outstanding Number of Shares Weighted- Average Grant-Date Fair Value(1) Outstanding – December 31, 2019 1,454,642 $ 8.78 Granted 384,692 3.25 Cancelled (938,117 ) 6.51 Outstanding – December 31, 2020 901,217 $ 8.78 Granted 932,123 7.93 Released (28,982 ) 8.78 Cancelled (6,884 ) 8.78 Outstanding – December 31, 2021 1,797,474 $ 8.34 (1) W RSUs granted generally include service vesting periods of one to four years. Certain awards granted under the 2015 Plan included vesting conditions related to the completion of a qualifying liquidity event and/or requirements related to the forfeiture of cash compensation In April 2021, the Board of Directors of the Company appro The following summarizes the Company’s employee RSAs activity for the year ended December 31, 2021: Restricted Stock Awards Outstanding Number of Shares Weighted-Average Grant-Date Fair Value Outstanding – December 31, 2020 — $ — Granted 5,129,222 8.78 Outstanding – December 31, 2021 5,129,222 $ 8.78 As of December 31, 2021, the only holder of RSAs was Mr. Wolff, the Company’s Executive Chairman. The RSAs held by Mr. Wolff vest over a 15-month period following the consummation of a qualifying transaction. For the five-year The RSAs include vesting acceleration provisions which would result in the award becoming fully vested following a change in control event or upon death of the grantee. The Business Combination was determined to be the qualifying transaction that triggered the commencement of the 15-month vesting period, resulting in the recognition of compensation expense for RSAs o f $26.2 million f Mr. Wolff is eligible to receive additional shares upon achievement of earn-out targets as discussed in Note 5 above. The Company recognized compensation expe nse of $5.1 million f The Company recognized stock-based compensation expense in the consolidated statement of operations and comprehensive loss as follows: December 31, December 31, (In thousands) 2021 2020 Cost of revenue $ 92 $ 109 Research and development 446 249 Sales and marketing 814 45 General and administrative 41,766 1,888 Total stock-based compensation expense $ 43,118 $ 2,291 As of December 31, 2021, there was approximately $47.8 million of unrecognized stock-based compensation cost, which is expected to be recognized over an average period of 1.9 years. |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Net Loss Per Share | 9. Net Loss Per Share The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders for the three months ended March 31, 2022 and 2021: For the three months ended March 31, (In thousands, except share and per share data) 2022 2021 Numerator: Net loss $ (19,202 ) $ (5,198 ) Denominator: Weighted average shares outstanding, basic and diluted 137,908,690 104,059,652 Basic and diluted net loss per share $ (0.14 ) $ (0.05 ) Anti-dilutive securities, excluded 62,564,533 13,457,486 The Company has presented the una udited basic and diluted net loss per share for the three months ended March 31, 2021, which has been adjusted to give effect to the conversion of the Old Sarcos Class B common stock and all convertible preferred stock into Old Sarcos Class A common stock as though the conversion had occurred as of the beginning of the period or the original date of issuance, if later. Basic and diluted net loss per share attributable to common stockholders is the same for the three months ended March 31, 2022 and 2021, because the inclusion of potential shares of Common Stock would have been anti‑dilutive for the periods presented. | 9. Net loss per Share The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders for the twelve months ended December 31, 2021 and 2020: Year ended December 31, (In thousands, except share and per share data) 2021 2020 Numerator: Net loss attributable to common stockholders $ (81,508 ) $ (20,926 ) Denominator: Weighted average shares outstanding, basic and diluted 113,184,357 100,114,664 Basic and diluted net loss per share $ (0.72 ) $ (0.21 ) The basic and diluted net loss per share for the twelve months ended December 31, 2021, which has been computed to give effect to the conversion of the Old Sarcos Class B common stock and all convertible preferred shares into Old Sarcos Class A common stock as though the conversion had occurred as of the beginning of the period or the original date of issuance, if later. Basic and diluted net loss per share attributable to common stockholders is the same for the twelve months ended December 31, 2021 and 2020, as the inclusion of potential shares of Common Stock would have been anti‑dilutive for the periods presented. The following table discloses securities that could potentially dilute basic net loss per share in the future that were not included in the computation of diluted net loss per share: As of December 31, 2021 2020 Outstanding warrants 20,549,468 1,282,306 Outstanding restricted stock awards 5,129,222 — Outstanding stock options and restricted stock units 11,824,568 8,784,304 Outstanding earnout shares 28,125,000 — Total anti-dilutive securities 65,628,258 10,066,610 |
Income Taxes
Income Taxes | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Income Taxes | 10. Income Taxes To determine the Company’s quarterly provision for income taxes, the Company used an estimated annual effective tax rate that is based on expected annual income and statutory tax rates in the various jurisdictions in which the Company operates. Certain significant unusual or infrequently occurring items that are separately reported are separately recognized in the quarter during which they occur and can be a source of variability in the effective tax rate from quarter to quarter. The Company had no income tax expense for the three months ended March 31, 2022 and 2021, respectively. Income tax expense for the three months ended March 31, 2022 and 2021 is based on the Company’s estimated annualized effective tax rate for the fiscal years ending December 31, 2022 and December 31, 2021, respectively. For the three months ended March 31, 2022, the Company’s recognized effective tax rate differs from the U.S. federal statutory rate as the Company recorded net losses during the period and a full valuation allowance has been recorded on the Company’s net deferred tax assets. | 10. Income taxes Loss before provision for income taxes was $81.5 million and $20.9 million for the years ended December 31, 2021 and 2020, respectively, all of which was generated in the United States. The Company's provision for income taxes consists of the following: Years Ended December 31, (In thousands) 2021 2020 Current: Federal $ — $ — State (1 ) (1 ) Total current (1 ) (1 ) Deferred: Federal (16,377 ) (4,142 ) State (3,948 ) (1,144 ) Change in valuation allowance 20,325 5,286 Total deferred — — Total provision for income taxes $ (1 ) $ (1 ) The Company's provision for income tax differs from the amount computed by applying the statutory federal income tax rate to income before taxes as follows: Years Ended December 31, (In thousands) 2021 2020 Statutory federal income tax rate 21.0 % 21.0 % State tax provision 3.7 3.7 Change in valuation allowance (24.9 ) (25.3 ) Research credits 0.7 3.0 Permanent differences (0.3 ) (2.4 ) Other (0.2 ) — Total provision for income taxes 0.0 % 0.0 % As of December 31, 2021 and 2020, the net deferred tax asset consisted of the following: December 31, (In thousands) 2021 2020 Deferred tax assets: Accrued expenses $ 1,050 $ 192 Stock compensation 11,094 479 Research credits 2,486 1,939 Net operating loss carryforwards 22,393 12,838 Total gross deferred tax assets 37,023 15,448 Less valuation allowance (35,476 ) (15,151 ) Total deferred tax assets 1,547 297 Deferred tax liabilities: Property and equipment (1,547 ) (297 ) Total deferred tax liabilities (1,547 ) (297 ) Net deferred tax asset $ — $ — Valuation allowances are established when necessary to reduce deferred tax assets, including temporary differences and net operating loss carryforwards, to the amount expected to be realized in the future. FASB guidance indicates that forming a conclusion that a valuation allowance is not needed is difficult when there is negative evidence such as cumulative losses in recent years. The Company had cumulative losses from continuing operations in the United States for the three-year period ended December 31, 2021. The Company considered this negative evidence along with all other available positive and negative evidence and concluded that, at December 31, 2021, it is more likely than not that the Company’s U.S. deferred tax assets will not be realized. As of December 31, 2021, a valuation allowance has been recorded on the Company’s deferred tax assets to recognize only the proportion of the deferred tax asset that is more likely than not to be recognized. The Company’s total valuation allowance was $35.5 million at December 31, 2021 and $15.2 million at December 31, 2020. The Company’s valuation allowance increased $ 20.3 million and $ 5.3 million during the fiscal years ended December 31, 2021 and 2020, respectively . A reconciliation of the beginning and ending amount of the valuation allowance is as follows : December 31, (In thousands) 2021 2020 Valuation allowance at beginning of year $ 15,151 $ 9,865 Change in valuation allowance 20,325 5,286 Valuation allowance at end of year $ 35,476 $ 15,151 As of December 31, 2021, the Company had cumulative federal net operating losses of approximately $90.1 million. Of these losses, $5.9 million were generated in 2015 through 2017, prior to the Tax Cuts and Jobs Act enactment, and will begin expiring from 2035 to 2037 if not utilized. The remaining net operating losses have an indefinite carryforward period. As of December 31, 2020, the Company had cumulative federal net operating losses of approximately $ . As of December 31, 2021, the Company had a $3.9 million deferred tax asset related to a federal research and development credit carryforward. This credit has been offset by a liability for unrecognized tax benefits of $1.9 million. If not utilized, the credits will expire beginning in 2035 through 2041. As of December 31, 2020, the Company had a $ deferred tax asset related to a federal research and development credit carryforward. As of December 31, 2021, the Company had cumulative state net operating losses of approximately $89.1 million. Of the total state net operating losses, approximately $88.8 million is attributable to Utah. Utah law allows unused net operating losses arising in tax years beginning after December 31, 2017 to be carried forward indefinitely. Of the total $88.8 million of Utah net operating losses, $82.5 million are carried forward indefinitely, and the remaining net operating losses will expire beginning in 2035 through 2037. The remaining state net operating loss carryforwards are attributable to various other states with varying expiration periods. As of December 31, 2020, the Company had cumulative state net operating losses of approximately $ . Of the total state net operating losses, approximately $ is attributable to Utah. As of December 31, 2021, the Company had a $1.4 million deferred tax asset related to Utah research and development credits carryforward. This credit has been offset by a liability for unrecognized tax benefits of $0.7 million. If not utilized, the credits will expire beginning in 2029 through 2035. As of December 31, 2020, the Company had a $ deferred tax asset related to a Utah research and development credit carryforward. This credit has been offset by a liability for unrecognized tax benefits of $0.6 million. ASC Topic 740-10-05 requires that the impact of a tax position be recognized in the financial statements if that position is more likely than not of being sustained on audit, based on the technical merits of the position. As of December 31, 2021, the Company had a $2.6 million liability for unrecognized tax benefits, all of which is netted against deferred tax assets for related carryforward credits. As of December 31, 2020, the Company had a $ liability for unrecognized tax benefits, all of which is netted against deferred tax assets for related carryforward credits. The Company expects no material changes to the liability for unrecognized tax benefits in the next 12 months. Interest and penalties associated with uncertain tax positions are recorded as a component of income tax expense Years ended December 31, (In thousands) 2021 2020 Unrecognized tax benefits at the beginning of year $ 2,054 $ 1,388 Gross increases – current year tax positions 580 666 Unrecognized tax benefits at end of year $ 2,634 $ 2,054 Interest and penalties in year-end balance $ — $ — The Company files U.S. and various state tax returns in jurisdictions with various statutes of limitation. As of December 31, 2021, the tax returns for fiscal year 2016 through fiscal year 2020 remain subject to examination. Annual tax provisions include amounts considered necessary to pay assessments that may result from examination of prior year tax returns; however, the amount ultimately paid upon resolution of issues may differ materially from the amount accrued. As of December 31, 2021, there are no income tax returns currently under audit. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | 11. Commitments and Contingencies Legal Proceedings The Company has been and may be involved in various claims, lawsuits, investigations and other proceedings in the normal course of the business. The Company accrues a liability when management believes information available prior to the issuance of the condensed consolidated financial statements indicates it is probable a loss has been incurred as of the date of the financial statements and the amount of loss can be reasonably estimated. The Company adjusts its accruals to reflect the impact of negotiation, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular case. Legal costs are expensed as incurred. Although claims are inherently unpredictable, the Company currently is not aware of any matters that may have a material adverse effect on its business, financial position, results of operations or cash flows. Accordingly, the Company has not recorded any material loss contingency in the balance sheet as of March 31, 2022 and December 31, 2021. Indemnifications In the ordinary course of business, the Company may provide indemnifications of varying scope and terms to investors, directors, officers, employees, customers or vendors with respect to certain matters, including, but not limited to, losses arising out of the Company’s breach of such agreements, services to be provided by the Company or from intellectual property infringement claims made by third parties. These indemnifications may survive termination of the underlying agreement and the maximum potential amount of future payments the Company could be required to make under these indemnification provisions may not be subject to maximum loss clauses. The maximum potential amount of future payments the Company could be required to make under these indemnification provisions is indeterminable. As of March 31, 2022 and December 31, 2021, the Company has not accrued a liability for these indemnification obligations as the likelihood of incurring a material payment obligation in connection with these indemnification obligations is either not probable or reasonably estimable due to the unique facts and circumstances involved. Operating Leases The Company leases facilities under noncancelable operating lease agreements. Future minimum rental payments under the noncancelable operating leases, subsequent to March 31, 2022, are as follows: (In thousands) Operating Leases 2022 $ 961 2023 970 2024 1,323 2025 1,360 2026 1,397 2027 and thereafter 9,919 Total $ 15,930 Rent expense related to noncancelable operating leases totaled $0.3 million for the three months ended March 31, 2022 and 2021. The operating lease term includes two three-year renewal options. Capital Leases The Company leases equipment under agreements expiring at various times during the next three years. The Company has recorded the capital lease obligations within its condensed consolidated balance sheets. Future minimum rental payments under the noncancelable capital leases, subsequent to March 31, 2022, are as follows: (In thousands) Capital Leases 2022 $ 97 2023 4 2024 4 Minimum lease payment including interest 105 Amount representing interest (3 ) Minimum lease payments excluding interest $ 102 Unconditional Purchase Commitments On April 4, 2021, the Company entered into an agreement with Palantir Technologies (“Palantir”). Pursuant to that agreement, the Company committed to purchase licenses to access software products and utilize services from Palantir over a six year period for a total cost to the Company of $42.0 million. As of March 31, 2022, the Company has an unconditional purchase commitment with Palantir as detailed in the table below: (In thousands) Annual Service 2022 $ — 2023 8,000 2024 8,000 2025 10,000 2026 10,000 Total $ 36,000 The Company recognized $0.9 million in sales and marketing expenses related to services provided by Palantir during the three months ended March 31, 2022. The Company had a prepaid expense balance of $2.7 million related to the Palantir contract as of March 31, 2022. | 11. Commitments and Contingencies Legal Proceedings The Company may be involved in various claims, lawsuits, investigations, and other proceedings, in the normal course of business. The Company accrues a liability when management believes information available prior to the issuance of the consolidated financial statements indicates it is probable a loss has been incurred as of the date of the financial statements and the amount of loss can be reasonably estimated. The Company adjusts its accruals to reflect the impact of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular case. Legal costs are expensed as incurred. The Company has recorded an accrual of $0.5 million as of December 31, 2021, related to estimated settlements for ongoing legal claims. The Company did not record any material loss contingency in the balance sheet as of December 31, 2020. Indemnifications In the ordinary course of business, the Company may provide indemnifications of varying scope and terms to investors, directors, officers, employees, customers or vendors with respect to certain matters, including losses arising out of the Company’s breach of such agreements, services to be provided by the Company or from intellectual property infringement claims made by third parties. These indemnifications may survive termination of the underlying agreement and the maximum potential amount of future payments the Company could be required to make under these indemnification provisions may not be subject to maximum loss clauses. The maximum potential amount of future payments the Company could be required to make under these indemnification provisions is indeterminable. The Company has never paid a material claim, nor has the Company been involved in litigation in connection with these indemnification arrangements. As of December 31, 2021 and 2020, the Company has not accrued a liability for these indemnifications as the likelihood of incurring a payment obligation, if any, in connection with these indemnifications is not probable or reasonably estimable due to the unique facts and circumstances involved. Operating Leases The Company leases facilities under noncancelable operating lease agreements. Future minimum rental payments under the noncancelable operating leases, subsequent to December 31, 2021, are as follows: (In thousands) Operating Leases 2022 $ 1,279 2023 970 2024 1,323 2025 1,360 2026 1,397 2027 and thereafter 9,919 Total $ 16,248 Rent expense related to noncancelable operating leases totaled $1.4 million Capital Leases The Company leases equipment under agreements expiring at various times during the next three years. The Company has recorded the capital lease obligation within its consolidated balance sheets. Future minimum rental payments under the noncancelable capital leases, subsequent to December 31, 2021, are as follows: (In thousands) Capital Leases 2022 $ 98 2023 4 2024 4 Minimum lease payment including interest 106 Amount representing interest (4 ) Minimum lease payments excluding interest $ 102 Unconditional purchase commitments On April 4, 2021, the Company entered into an agreement with Palantir Technologies (“Palantir”). Pursuant to that agreement, the Company committed to purchase licenses to access software products and utilize services from Palantir over a six year period for a total cost to the Company of $42.0 million. As of December 31, 2021, the Company has an unconditional purchase commitment with Palantir as detailed in the table below: (In thousands) Annual Service 2022 $ — 2023 8,000 2024 8,000 2025 10,000 2026 10,000 Total $ 36,000 |
Segment Information
Segment Information | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting [Abstract] | ||
Segment Information | 12. Segment Information The Company’s Chief Executive Officer (“CEO”) is the Chief Operating Decision Maker (“CODM”). The CODM allocates resources and makes operating decisions based on financial information presented on a consolidated basis. The profitability of the Company’s product group is not a determining factor in allocating resources and the CODM does not evaluate profitability below the level of the consolidated company. Accordingly, the Company has determined that it has a single The Company’s revenue is derived primarily from U.S. customers. During the three months ended March 31, 2022 and 2021, the Company had no material revenue earned from customers located outside the United States. All long-lived assets are maintained in the United States. All losses are attributable to operations within the United States. | 12. Segment information The Company’s Chief Executive Officer (“CEO”) is the Chief Operating Decision Maker (“CODM”). The CODM allocates resources and makes operating decisions based on financial information presented on a consolidated basis. The profitability of the Company’s product group is not a determining factor in allocating resources and the CODM does not evaluate profitability below the level of the consolidated company. Accordingly, the Company has determined that it has a single The Company’s revenue is derived primarily from U.S. customers. During the year ended December 31, 2021 and 2020, the Company had no material revenue earned from customers located outside the United States. All long-lived assets are maintained in the United States. All losses are attributable to operations within the United States. |
Related Party Transactions
Related Party Transactions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | 13. Related Party Transactions On May 16, 2021, the Company entered into an agreement with Sparks Marketing Corp. to begin the construction of an experiential marketing mobile display to be used for demonstrations of Company products at prospective customer locations as well as other marketing and demonstration events. Negotiations of this agreement involved an account executive at Sparks Marketing Corp. who is the brother-in-law of Mr. Wolff, our former CEO and current Executive Chairman of the Board. The Company has capitalized $0.8 million related to construction in progress for the experiential mobile display as of March 31, 2022. | 13. Related Party Transactions As of December 31, 2020, the Company held a controlling interest of 79% in Zepto. The remaining 21% of Zepto was held by MLC 401k Trust for the benefit of the Company’s Chief Legal Officer. On February 16, 2021, Old Sarcos acquired the non-controlling interest’s shares in Zepto for a purchase price of $0.2 million making Zepto a wholly-owned subsidiary of the Company. During the year ended December 31, 2020, the Company entered into an agreement with one of its investors, Delta Air Lines, Inc., to provide demonstration services. The Company recognized $0.1 million of revenue related to these services during the year ended December 31, 2020. No revenue was recognized for the year ended December 31, 2021. On April 4, 2021, the Company entered into an agreement with Palantir as described above. Pursuant to that agreement, the Company committed to access software products and utilize services from Palantir over the next six years for a total cost of $42.0 million. The software and services are an integral part of the Company’s plans to provide Robots as a Service upon commercialization of the Company’s Guardian XO and XT robotic systems. Palantir was an investor in the PIPE Financing. The Company recognized $2.2 million in sales and marketing expenses, related to services provided by Palantir during the year ended December 31, 2021. The Company had a prepaid expense balance of $3.6 million related to the Palantir contract as of December 31, 2021. On May 16, 2021, the Company entered into an agreement with Sparks Marketing Corp. to begin the construction of an experiential marketing mobile display to be used for demonstrations of Company products at prospective customer locations as well as other marketing and demonstration events. Negotiations of this agreement involved an account executive at Sparks Marketing Corp. who is the brother-in-law of Mr. Wolff, our former CEO and current Executive Chairman of the Board. The Company recognized $0.8 million related to costs capitalized to construction in progress for the experiential mobile display for the period ended December 31, 2021. |
Employee Benefits
Employee Benefits | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Compensation And Retirement Disclosure [Abstract] | ||
Employee Benefits | 14. Employee Benefits The Company has a defined contribution 401(k) plan covering substantially all employees as of March 31, 2022. The plan allows employees to defer up to 100% of their employment income (subject to annual contribution limits imposed by the I.R.S.) after all taxes and applicable benefit deductions. The Company has not historically provided matching contributions for the employee contributions to the plans; therefore, no amounts have been accrued as of March 31, 2022 and December 31, 2021. In April 2022 the Company began providing employee 401(k) matching contributions. | 14. Employee Benefits The Company has a defined contribution 401(k) plan covering substantially all employees. The plan allows employees to defer up to 100% of their employment income (subject to annual contribution limits imposed by the I.R.S.) after all taxes and applicable benefit deductions. The Company did not provide matching contributions for the employee contributions to the plan during the years ended December 31, 2021 and 2020; and no amounts have been accrued as of December 31, 2021 and 2020. |
Subsequent Events
Subsequent Events | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Subsequent Events [Abstract] | ||
Subsequent Events | 15. Subsequent Events On the Company acquired RE2, Inc., a Pittsburgh, PA based developer of manipulator arms with human-like performance, intuitive robot interfaces, and advanced autonomy capabilities for use in any environment. At closing, the Company paid approximately $30 million in cash, net of cash acquired, issued approximately 10.8 million shares of Common Stock and . | 15. Subsequent events On March 28, 2022, the Company filed a current report on form 8-K and press release announcing that the Company had reached a definitive agreement to acquire RE2, Inc., a Pittsburgh, PA based developer of manipulator arms with human-like performance, intuitive robot interfaces, and advanced autonomy capabilities for use in any environment. The aggregate consideration for the acquisition of RE2, Inc. will be approximately $100.0 million, subject to customary purchase price adjustments for cash, net working capital and indebtedness. The consideration for the acquisition of RE2, Inc. will be comprised of approximately $30.0 million in cash, which the Company expects to fund with cash on hand, and approximately $70.0 million in shares of the Company's common stock. The number of shares of common stock to be issued in the acquisition of RE2, Inc. will be based on the volume weighted-average price per share over a 10-day trading period ending on the third business day prior to the closing and is subject to a collar, with a floor of $5.00 per share and a ceiling of $9.00 per share. The acquisition of RE2, Inc. is subject to certain customary and other closing conditions, and is expected to close during the second quarter of 2022. |
Non-controlling Interest
Non-controlling Interest | 3 Months Ended |
Mar. 31, 2022 | |
Noncontrolling Interest [Abstract] | |
Non-controlling Interest | 6. Non-controlling Interest The non-controlling interest represents the membership interest in ZeptoVision, Inc. (“Zepto”), that was held by a holder other than the Company. Zepto was formed in April 2016 and the formation of Zepto was accounted for as a common control transaction at the time of formation. As of December 31, 2020, the Company’s ownership percentage in Zepto was 79%. The Company has consolidated the financial position and results of operations of Zepto and reflected the 21% interest as a non-controlling interest for the year ended December 31, 2020. The carrying amount of the non-controlling interest was adjusted to reflect the change in its ownership interest in the subsidiary, with the offset to equity attributable to the Company. On February 16, 2021, the Company acquired the non-controlling interest’s shares in Zepto for a purchase price of $0.2 million making Zepto a wholly owned subsidiary of the Company. The acquisition of the remaining shares of Zepto resulted in the decrease of non-controlling interest to zero and adjustment to additional paid-in capital to reflect the Company’s increased ownership in Zepto. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Description of the Business | Description of the Business Sarcos Technology and Robotics Corporation (the “Company” or “Sarcos”), designs and produces highly dexterous mobile robotic systems for use in dynamic environments. | Description of the Business Sarcos Technology and Robotics Corporation (the “Company” or “Sarcos”) formerly known as Rotor Acquisition Corp. (“Rotor”), designs and produces highly-dexterous mobile robotic systems for use in dynamic environments. |
Business Combination | Business Combination On September 24, 2021 (the “Closing Date”), the Company consummated the business combination (the “Business Combination”) pursuant to the terms of the Agreement and Plan of Merger, dated as of April 5, 2021, by and among Rotor, Rotor Merger Sub Corp., a Delaware corporation, and a direct, wholly-owned subsidiary of Rotor (“Merger Sub”), and Sarcos Corp., a Utah corporation (“Old Sarcos”) and Amendment No. 1 to the Agreement and Plan of Merger, dated as of August 28, 2021 (the “Amendment” and the Original Merger Agreement, as amended, the “Merger Agreement”), by and among the Company, Merger Sub and Old Sarcos. Pursuant to the terms of the Merger Agreement, the Business Combination between the Company and Old Sarcos was effected through the merger of Merger Sub with and into Old Sarcos, with Old Sarcos continuing as the surviving corporation (the “Merger”) and a wholly-owned subsidiary of the Company. On the Closing Date, the registrant changed its name from Rotor Acquisition Corp. to Sarcos Technology and Robotics Corporation. Immediately prior to the effective time of the Merger (the “Effective Time”), all issued and outstanding warrants to purchase shares of Class A common stock of Old Sarcos were net exercised and all issued and outstanding shares of preferred stock of Old Sarcos were converted into common stock of Old Sarcos (collectively, the “Old Sarcos Common Stock”). Pursuant to the terms of the Merger Agreement, at the Effective Time: • Each outstanding share of Old Sarcos Common Stock, after giving effect to the conversion described above, was cancelled and converted into and became (i) the right to receive approximately 5.129222424 shares (the “Exchange Ratio”) of Common Stock of the Company, par value $0.0001 per share (the “Common Stock”), rounded down to the nearest whole share plus (ii) the contingent right to receive a portion of additional shares of Common Stock upon achievement of certain milestones (the “Contingent Merger Consideration”), as described below; and • All outstanding options, restricted stock units (“RSUs”) and restricted stock award (“RSA”) of Old Sarcos, whether vested or unvested, were assumed by the Company and converted into options, RSUs and RSA of the Company. In addition, each holder of Old Sarcos capital stock (including the Old Sarcos RSA) was entitled to a right to Contingent Merger Consideration at the Closing Date in the form of earn-outs, up to an aggregate of 28,125,000 shares of Common Stock. On the Closing Date, certain investors (the “PIPE Investors”) purchased from the Company an aggregate of 22,000,000 shares (the “PIPE Shares”) of Common Stock at a price of $10.00 per share, for an aggregate purchase price of $220.0 million (the “PIPE Financing”), in a private placement pursuant to separate subscription agreements (each, a “Subscription Agreement”) entered into effective as of April 5, 2021. On September 27, 2021, the Common Stock and warrants of Sarcos Technology and Robotics Corporation (formerly those of Rotor Acquisition Corp.), ceased trading on the New York Stock Exchange and began trading on The Nasdaq Global Market (“Nasdaq”) as “STRC” and “STRCW”, respectively. | Business Combination On September 24, 2021 (the “Closing Date”), the Company consummated a business combination (the “Business Combination”) pursuant to the terms of the Agreement and Plan of Merger, dated as of April 5, 2021, by and among Rotor Acquisition Corp. (“Rotor”), Rotor Merger Sub Corp., a Delaware corporation, and a direct, wholly-owned subsidiary of Rotor (“Merger Sub”), and Sarcos Corp., a Utah corporation (“Old Sarcos”) and Amendment No. 1 to the Agreement and Plan of Merger, dated as of August 28, 2021 (the “Amendment” and the Original Sarcos Sarcos Sarcos Immediately prior to the effective time of the Merger (the “Effective Time”), all issued and outstanding warrants to purchase shares of Class A common stock of Old Sarcos were net exercised and all issued and outstanding shares of preferred stock of Old Sarcos were converted into common stock of Old Sarcos (collectively, the “Old Sarcos Common Stock”). Pursuant to the terms of the Sarcos • Each outstanding share of Old Sarcos Common Stock, after giving effect to the conversion described above, was cancelled and converted into and became (i) the right to receive approximately 5.129222424 shares (the “Exchange Ratio”) of Common Stock of the Company, par value $0.0001 per share (the “Common Stock”), rounded down to the nearest whole share plus (ii) the contingent right to receive a portion of additional shares of Common Stock upon achievement of certain milestones (the “Contingent Merger Consideration”), as described below; • All outstanding options, restricted stock units (“RSUs”) and restricted stock awards (“RSAs”) of Old Sarcos, whether vested or unvested, were assumed by the Company and converted into options, RSUs and RSAs of the Company; In addition, each holder of Old Sarcos capital stock (including any Old Sarcos RSAs) was entitled to a right to Contingent Merger Consideration at the Closing Date in the form of earn-outs, up to an aggregate of 28,125,000 shares of Common Stock. On the Closing Date, certain investors (the “PIPE Investors”) purchased from the Company an aggregate of 22,000,000 shares (the “PIPE Shares”) of Common Stock at a price of $10.00 per share, for an aggregate purchase price of $220.0 million (the “PIPE Financing”), in a private placement pursuant to separate subscription agreements (each, a “Subscription Agreement”) entered into effective as of April 5, 2021. On September 27, 2021, the Common Stock and warrants of Sarcos Technology and Robotics Corporation (formerly those of Rotor Acquisition Corp.), ceased trading on the New York Stock Exchange and began trading on Nasdaq as “STRC” and “STRCW”, respectively. |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Certain prior year amounts have been reclassified to conform to current year presentation. The Company’s fiscal year begins on January 1 and ends on December 31. | |
COVID-19 Pandemic | COVID-19 Pandemic In March 2020, the World Health Organization declared the outbreak of COVID-19 a pandemic. Modifications continue to be made to the Company’s normal operations because of the COVID-19 pandemic and the Company continues to monitor its operations and government recommendations. Travel restrictions and capacity limits at customer locations imposed in response to the COVID-19 pandemic continue to cause delays in the assessment and deployment of the Company’s products. Although it is widely expected that the impact of the pandemic will subside over time, the Company cannot predict the future extent or duration of the impact that the COVID-19 pandemic will have on its financial condition and operations. The impact of the COVID-19 pandemic on the Company’s financial performance will depend on future developments, including the duration and spread of the outbreak and related governmental advisories and restrictions. If the financial markets and/or the overall economy continue to be impacted for an extended period, the Company’s operations and financial results may be adversely affected. | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the balance sheet date, as well as reported amounts of revenue and expenses during the reporting period. The Company’s most significant estimates and judgments involve contract revenue recognized based on estimates of total contract costs and cost to complete uncompleted contracts, estimates of potential losses on uncompleted contracts, impairment evaluation of contract assets and property and equipment, useful lives of property and equipment, valuation allowance for net deferred income taxes and valuation of the Company’s stock-based compensation and warrants. Management bases its estimates on historical experience and on various other assumptions believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from those estimates. | |
Liquidity and Capital Resources | Liquidity and Capital Resources Cash and cash equivalents were $217.1 million as of December 31, 2021, compared to $33.7 million as of December 31, 2020. The Company has historically incurred losses and negative cash flows from operations. As of December 31, 2021, the Company also had an accumulated deficit of approximately $145.5 million and working capital of $222.2 million. These financial statements have been prepared in accordance with GAAP and this basis assumes the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company’s main sources of liquidity are On September 24, 2021, the Company completed the Business Combination and raised net cash proceeds of $228.8 million, net of transaction costs. The Company believes it has sufficient financial resources for at least the next 12 months from the date of this prospectus. | |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash, cash equivalents, accounts receivable and unbilled receivables. The Company’s cash is placed with high-credit-quality financial institutions and issuers, and at times exceed federally insured limits. The Company has not experienced any losses relating to its cash equivalents. The Company’s accounts receivable and unbilled receivables are derived from customers located in the United States. The Company performs periodic credit evaluations of its customers. The Company does not require collateral. Accounts receivable As of December 31, 2021, one of our customers accounted for more than 10% of the Company’s accounts receivable, which in total represented 81% of the accounts receivable as of the end of the year. As of December 31, 2020, five customers each accounted for more than 10% of the Company’s accounts receivable, which in total represented 97% of the accounts receivable as of the end of the year. Revenue Five (In thousands) 2021 2020 Customer A $ 1,685 $ 2,222 Customer B 630 2,156 Customer C *NM 1,066 Customer D 928 *NM Customer E 602 *NM Customer F 555 *NM *NM - Not meaningful as the customer’s related revenue was less than 10% of the Company’s revenue for the respective year. | |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers cash as deposits held in bank accounts and undeposited funds. All highly liquid investments with an original maturity of three months or less at the time of purchase are considered to be cash equivalents. The Company’s cash equivalents may be comprised of money market funds, certificates of deposit of major financial institutions and U.S. Treasury bills. | |
Accounts Receivable | Accounts Receivable Receivables are recorded at the amount the Company expects to collect. Management determines the need for an allowance for doubtful receivables using a specific identification method after taking into account all of its remedies for collection. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. Recoveries of receivables previously written off are recorded when payment is received as other income. Management determined no allowance for doubtful receivables was necessary as of December 31, 2021 and 2020. Receivables are comprised of amounts invoiced for completed contracts and contracts in progress. As of December 31, 2021 and 2020, no amounts have been written off or provided for recoverability | |
Inventories | Inventories Inventories primarily consist of raw materials, work-in-process and finished goods. Inventories are stated at the lower of cost or estimated net realizable value. Costs are computed on the first-in, first-out basis and include material, labor and manufacturing overhead. Adjustments are also made to reduce the cost of inventory for estimated excess or obsolete balance by evaluating inventory against forecasted revenue and production requirements. | |
Property and Equipment | Property and Equipment Property and equipment is carried at acquisition cost less accumulated depreciation. Depreciation is computed using the straight-line method based on the estimated useful lives of the related assets. The estimated useful lives by asset classification are generally as follows: Useful life Robotics and manufacturing equipment 1 – 10 years Computer equipment 3 – 5 years Software 3 years Furniture and fixtures 3 years Leasehold improvements Lesser of the useful life or the Expenditures for maintenance and repairs are expensed when incurred and betterments that extend the useful lives of property and equipment are capitalized. When assets are retired or disposed, the asset’s original cost and related accumulated depreciation are eliminated, and any gain or loss is reflected in the statements of operations. | |
Impairment of Property and Equipment | Impairment of Property and Equipment The Company evaluates on an annual basis its property and equipment for indicators of possible impairment when events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Impairment exists if the carrying amounts of such assets exceed the estimates of future net undiscounted cash flows expected to be generated by such assets. No impairment loss was recognized during the years ended December 31, 2021 and 2020 | |
Revenue Recognition | Revenue Recognition The Company recognizes revenue from the sale of its products and from the delivery of goods and services arising out of its contractual arrangements to provide research and development services that are fully funded by the customer. The Company recognizes revenue when promised goods or services are transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services by following a five-step process: (1) Identify the contract with a customer: A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights and obligations regarding the products and services to be transferred and identifies the payment terms related to these products and services, (ii) the contract has commercial substance and (iii) the Company determines that collection of substantially all consideration for products and services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. Contract modifications may include changes in scope of work, and/or the period of completion of the project. The Company analyzes contract modifications to determine if they should be accounted for as a modification to an existing contract or a new stand-alone contract. (2) Identify the performance obligations in the contract: The Company enters into contracts that can include combinations of products and services, which are either capable of being distinct and accounted for as separate performance obligations or as one performance obligation if the majority of tasks and services form a single project or capability. However, determining whether products or services are considered distinct performance obligations that should be accounted for separately may require significant judgment. (3) Determine the transaction price: The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring goods or services to the customer. Such amounts are typically stated in the customer contract. However, to the extent that the Company identifies variable consideration, the Company will estimate the variable consideration at the onset of the arrangement as long as it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The Company’s current contracts do not include any significant financing components because the timing of the transfer of the underlying products and services under contract are at the customers’ discretion. Additionally, the Company does not adjust the promised amount of consideration for the effects of a significant financing component if the Company expects, at contract inception, that the period between when the Company transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less. Taxes collected from customers and remitted to governmental authorities are not included in revenue. (4) Allocate the transaction price to performance obligations in the contract: Once the Company has determined the transaction price, the total transaction price is allocated to each performance obligation in a manner depicting the amount of consideration to which the Company expects to be entitled in exchange for transferring the good(s) or service(s) to the customer. If applicable, the Company allocates the transaction price to each performance obligation identified in the contract on a relative standalone selling price basis. The standalone selling price represents the amount the Company would sell the good(s) or service(s) to a customer on a standalone basis. For government contracts, the Company uses expected cost plus a margin as the standalone selling price. Because the Company's contract pricing with government customers is based on expected cost plus margin, the standalone selling price of the good(s) or service(s) in the Company's contracts with government customers are typically equal to the selling price stated in the contract. When we sell standard good(s) or service(s) with observable standalone sale transactions, the observable standalone sales transactions are used to determine the standalone selling price. (5) Recognize revenue when or as the Company satisfies a performance obligation : For each performance obligation identified, the Company determines at contract inception whether we satisfy the performance obligation over time or at a point in time. For performance obligations satisfied over time, revenue is recognized as work progresses when the Company is entitled to the reimbursement of costs plus a reasonable profit for work performed for which the Company has no alternate use. For these performance obligations, the Company generally recognizes revenue using an input method with revenue amounts being recognized proportionately as costs are incurred relative to the total expected costs to satisfy the performance obligation. The Company believes that costs incurred as a portion of total estimated costs is an appropriate measure of progress towards satisfaction of the performance obligation since this measure reasonably depicts the progress of the work effort. Revenue for performance obligations that are not recognized over time are recognized at the point in time when control transfers to the customer (which is generally upon delivery). For performance obligations that are satisfied at a point in time, the Company evaluates the point in time when the customer can direct the use of, and obtain the benefits from, the products and services. Shipping and handling costs are recorded at the time of product shipment to the customer and are included within revenue. Revenue from Contracts with Customers The Company derives its revenue from two sources. First, the Company enters into research and development agreements primarily relating to the commercialization of the Company’s core products. Second, the Company sells its products and related parts and repair services. Research and development services revenue includes revenue arising from different types of contractual arrangements, including cost-type contracts and fixed-price contracts. Revenue from the sales of the Company’s products primarily includes sales of the Company’s Guardian S remote-controlled visual inspection and surveillance robotic system and its Guardian Heavy-Lift System (“HLS”). Research and Development Services Cost-type contracts – Research, development and/or testing service contracts, including cost-plus-fixed-fee and time and material contracts, relate primarily to the development of technology in the areas of robotics, artificial intelligence and unmanned systems. Cost-type contracts are generally entered into with the U.S. government. These contracts are billed at cost plus a margin as defined by the contract and Federal Acquisition Regulation (“FAR”). The FAR establishes regulations around procurement by the government and provides guidance on the types of costs that are allowable in establishing prices for goods and services delivered under government contracts. Revenue on cost-type contracts is recognized over time as goods and services are provided. Fixed-price contracts – Fixed-price development contracts relate primarily to the development of technology in the area of robotic platforms. Fixed-price development contracts generally require a significant service of integrating a complex set of tasks and components into a single deliverable. Revenue on fixed-price contracts is generally recognized over time as goods and services are provided. To the extent the Company’s actual costs vary from the fixed fee, we will generate more or less profit or could incur a loss. The Company will recognize losses at the contract level in earnings in the period in which they are incurred. Product Revenue Product revenue relate to sales of the Company’s Guardian S and Guardian HLS products, and certain miscellaneous parts, accessories and repair services. The Company provides a limited one-year warranty on product sales. Product warranties are considered assurance-type warranties and are not considered to be separate performance obligations. Product revenue is recognized at the point in time when ownership of the goods is transferred, generally at the time of shipment to the customer. At the time product revenue is recognized, an accrual is established for estimated warranty expenses based on historical experience as well as anticipated product performance. The revenue recognized for Research and Development Services and Product Revenue were as follows: For the three months ended March 31, (In thousands) 2022 2021 Research and Development Services $ 733 $ 1,600 Product Revenue 10 199 Revenue, net $ 743 $ 1,799 Contract Balances The timing of revenue recognition, billing, and cash collection results in the recognition of accounts receivable, unbilled receivables, contract assets and deferred revenue in the Company’s condensed consolidated balance sheets. Cash funds received in excess of revenue recognized that is contingent upon the satisfaction of performance obligations is accounted for as deferred revenue. Contract assets include unbilled amounts resulting from contracts in which revenue is recognized over time, revenue recognized that exceeds the amount billed and the right to payment is not only subject to the passage of time and further performance. The opening and closing balances of our accounts receivable, unbilled receivables, contract assets and deferred revenue are as follows: (In thousands) Accounts receivable Unbilled receivable Contract assets Contract assets Deferred revenue Ending Balance as of December 31, 2021 788 221 94 36 30 Increase/(decrease), net 12 (62 ) (43 ) — — Ending Balance as of March 31, 2022 $ 800 $ 159 $ 51 $ 36 $ 30 The Company recorded its current contract assets, long-term contract assets and current deferred revenue within prepaid expenses and other current assets, other non-current assets, and accrued liabilities, respectively. During the three months ended March 31, 2022 and 2021, the Company recognized no revenue related to deferred revenue which existed at December 31, 2021 and 2020, respectively. Remaining Performance Obligations As of March 31, 2022, the Company had backlog, or revenue related to remaining performance obligations, of $1.8 million. W | Revenue Recognition The Company recognizes revenue from the sale of its products and from the delivery of goods and services arising out of its contractual arrangements to provide research and development services that are fully funded by the customer. The Company recognizes revenue when promised goods or services are transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services by following a five-step process: 1) Identify the contract with a customer: A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights and obligations regarding the products and services to be transferred and identifies the payment terms related to these products and services, (ii) the contract has commercial substance and (iii) the Company determines that collection of substantially all consideration for products and services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. Contract modifications may include changes in scope of work, and/or the period of completion of the project. The Company analyzes contract modifications to determine if they should be accounted for as a modification to an existing contract or a new stand-alone contract. 2) Identify the performance obligations in the contract: The Company enters into contracts that can include combinations of products and services, which are either capable of being distinct and accounted for as separate performance obligations or as one performance obligation if the majority of tasks and services form a single project or capability. However, determining whether products or services are considered distinct performance obligations that should be accounted for separately may require significant judgment. 3) Determine the transaction price: The transaction price is determined based on the consideration to which the Company will be entitled to in exchange for transferring goods or services to the customer. Such amounts are typically stated in the customer contract. However, to the extent that the Company identifies variable consideration, the Company will estimate the variable consideration at the onset of the arrangement as long as it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The Company’s current contracts do not include any significant financing components because the timing of the transfer of the underlying products and services under contract are at the customers’ discretion. Additionally, the Company does not adjust the promised amount of consideration for the effects of a significant financing component if the Company expects, at contract inception, that the period between when the Company transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less. Taxes collected from customers and remitted to governmental authorities are not included in revenue. 4) Allocate the transaction price to performance obligations in the contract: Once the Company has determined the transaction price, the total transaction price is allocated to each performance obligation in a manner depicting the amount of consideration to which the Company expects to be entitled in exchange for transferring the good(s) or service(s) to the customer. If applicable, the Company allocates the transaction price to each performance obligation identified in the contract on a relative standalone selling price basis. The standalone selling price represents the amount we would sell the good(s) or service(s) to a customer on a standalone basis. For the government contracts, the Company uses expected cost plus a margin as standalone selling price. Because our contract pricing with the government customer is based on expected cost plus margin the standalone selling price of the good(s) or service(s) in our contracts with the government customer are typically equal to the selling price stated in the contract. When we sell standard good(s) or service(s) with observable standalone sale transactions, the observable standalone sales transactions are used to determine the standalone selling price. 5) Recognize revenue when or as the Company satisfies a performance obligation : For each performance obligation identified, we determine at contract inception whether we satisfy the performance obligation over time or at a point in time. For performance obligations satisfied over time, revenue is recognized as work progresses when the Company is entitled to the reimbursement of costs plus a reasonable profit for work performed for which the Company has no alternate use. For these performance obligations, the Company generally recognizes revenue using an input method with revenue amounts being recognized proportionately as costs are incurred relative to the total expected costs to satisfy the performance obligation. The Company believes that costs incurred as a portion of total estimated costs is an appropriate measure of progress towards satisfaction of the performance obligation since this measure reasonably depicts the progress of the work effort. Revenue for performance obligations that are not recognized over time are recognized at the point in time when control transfers to the customer (which is generally upon delivery). For performance obligations that are satisfied at a point in time, the Company evaluates the point in time when the customer can direct the use of, and obtain the benefits from, the products and services. Shipping and handling costs are recorded at the time of product shipment to the customer and are included within revenue. Revenues from Contracts with Customers The Company derives its revenue from two sources. First, the Company enters into research and development agreements primarily relating to the commercialization of the Company’s core products. Second, the Company sells its products and related parts and repair services. The research and development services revenue includes revenue arising from different types of contractual arrangements, including cost-type contracts and fixed-price contracts. Revenue from the sales of the Company’s products primarily includes sales of the Company’s Guardian S remote-controlled visual inspection and surveillance robotic system and its Guardian Heavy-Lift System (“HLS”). Research and Development Services Cost-type contracts – Research, development and/or testing service contracts, including cost-plus-fixed-fee and time and material contracts, relate primarily to the development of technology in the areas of robotics, artificial intelligence and unmanned systems. Cost-type contracts are generally entered into with the U.S. government. These contracts are billed at cost plus a margin as defined by the contract and Federal Acquisition Regulation (“FAR”). The FAR establishes regulations around procurement by the government and provides guidance on the types of costs that are allowable in establishing prices for goods and services delivered under government contracts. Revenue on cost-type contracts is recognized over time as goods and services are provided. Fixed-price contracts – Fixed-price development contracts relate primarily to the development of technology in the area of robotic platforms. Fixed-price development contracts generally require a significant service of integrating a complex set of tasks and components into a single deliverable. Revenue on fixed-price contracts is generally recognized over time as goods and services are provided. To the extent the Company’s actual costs vary from the fixed fee, we will generate more or less profit or could incur a loss. The Company will recognize losses at the contract level in earnings in the period in which they are incurred. Product Revenue Product revenues relate to sales of the Company’s Guardian S and Guardian HLS products, and certain miscellaneous parts, accessories and repair services. The Company provides a limited one-year warranty on product sales. Product warranties are considered assurance-type warranties and are not considered to be separate performance obligations. Revenue on product sales is recognized at the point in time when ownership of the goods is transferred, generally at the time of shipment to the customer. At the time revenue is recognized, an accrual is established for estimated warranty expenses based on historical experience as well as anticipated product performance. The revenue recognized for Research and Development Services and Product Revenue were as follows: December 31, (In thousands) 2021 2020 Research and Development Services $ 3,584 $ 6,811 Product Revenue 1,491 2,002 Revenue, net $ 5,075 $ 8,813 Contract Balances The timing of revenue recognition, billing, and cash collection results in the recognition of accounts receivable, unbilled receivables, contract assets, and deferred revenue in the Company’s consolidated balance sheets. Cash funds received in excess of revenues recognized that is contingent upon the satisfaction of performance obligations is accounted for as deferred revenue. Contract assets include unbilled amounts resulting from contracts in which revenue is recognized over time, revenue recognized exceeds the amount billed, and right to payment is not only subject to the passage of time and further performance. The opening and closing balances of our accounts receivable, unbilled receivables, contract assets and deferred revenues are as follows: (In thousands) Accounts receivable Unbilled receivable Contract assets Contract assets Deferred revenue Opening Balance as of December 31, 2019 $ 916 $ 868 $ 195 $ 110 $ 200 Increase/(decrease), net 135 (649 ) (102 ) (17 ) (143 ) Ending Balance as of December 31, 2020 1,051 219 93 93 57 Increase/(decrease), net (263 ) 2 1 (57 ) (27 ) Ending Balance as of December 31, 2021 $ 788 $ 221 $ 94 $ 36 $ 30 The Company recorded its current contract assets, long-term contract assets and current deferred revenue within prepaid expenses and other current assets, other non-current assets, and accrued liabilities, respectively. For the deferred revenue balance, during the years ended December 31, 2021 and 2020, the Company recognized revenue of $0.1 million and $0.2 million, respectively, in the consolidated statements of operations and comprehensive loss. Remaining performance obligations As of December 31, 2021, the Company had backlog, or revenue related to remaining performance obligations, of $1.8 million. We expect that all of this backlog will be recognized in 2022. |
Research and Development Costs | Research and Development Costs Research and development expenses consist of costs incurred for experimentation, design, and testing that are expensed as incurred. | |
Sales and Marketing Costs | Sales and Marketing Costs The Company expenses advertising costs as incurred. Marketing costs include product demonstration, customer service, lead generation, public relations, market research and internal labor in the consolidated statements of operations and comprehensive loss. | |
Stock-Based Compensation | Stock-Based Compensation The Company calculates the fair value of all stock-based awards, including stock options and restricted stock awards on the date of grant. The Company values stock options using the Black-Scholes option-pricing model, which requires the use of a number of assumptions, including expected volatility, expected life, risk-free interest rate and expected dividends. The stock-based compensation expense is recognized on a straight-line basis over the requisite service periods of the awards, which is generally four years. The Company records forfeitures as they occur. | |
Income Taxes | Income Taxes Income taxes are provided for the tax effects of transactions reported in the consolidated financial statements and consist of taxes currently due plus deferred income taxes related primarily to differences between the tax bases and financial reporting bases of assets and liabilities. Deferred income taxes represent future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. The Company determines its valuation allowance on deferred tax assets by considering both positive and negative evidence, including its operating results, ongoing tax planning and forecasts of future taxable income on a jurisdiction-by-jurisdiction basis, to ascertain whether it is more likely than not that deferred tax assets will be realized. In the event the Company determines that it would be able to realize its deferred income tax assets in the future in excess of their net recorded amount, it would make an adjustment to the valuation allowance, which would reduce the provision for income taxes. Conversely, in the event that all or part of the net deferred tax assets are determined not to be realizable in the future, an adjustment to the valuation allowance would be charged to earnings in the period such determination is made. | |
Recently Issued Accounting Standard Pronouncements | Recently Adopted Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") 2019-12, Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes by removing certain exceptions to the current guidance, and improving the consistent application of and simplification of other areas of the guidance. The Company adopted this ASU on January 1, 2022, using a prospective approach. The adoption of ASU 2019-12 did not have a material impact on the Company's condensed consolidated financial statements and related disclosures. Recently Issued Accounting Standard Pronouncements As an emerging growth company (“EGC”), the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act until such time as the Company is no longer considered to be an EGC. The adoption dates discussed below reflect this election. In February 2016, the FASB issued ASU 2016-02 regarding Accounting Standards Codification (“ASC”) 842 Leases Leases (Topic 842): Targeted Improvements Revenue from Contracts with Customers and Leases (Topic 842) Effective Dates for Certain Entities its annual statements as of December 31, 2022 and its interim statements thereafter. The Company is currently in the process of evaluating the impact adopting ASC 842 will have on its condensed consolidated financial statements and related disclosures. In June 2016, the FASB Issued ASU 2016-13, Financial Instruments—Credit Losses Measurement of Credit Losses on Financial Instruments The Company does not expect adoption of this new guidance to have a material impact on its results of operations, financial condition and financial statement disclosures. | Recently Issued Accounting Standard Pronouncements As an emerging growth company (“EGC”), the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act until such time as the Company is no longer considered to be an EGC. The adoption dates discussed below reflect this election. In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02 regarding Accounting Standards Codification (“ASC”) 842 Leases. The amendments in this guidance require balance sheet recognition of lease assets and lease liabilities by lessees for leases classified as operating leases, with an optional policy election to not recognize lease assets and lease liabilities for leases with a term of 12 months or less. The amendments also require new disclosures, including qualitative and quantitative requirements, providing additional information about the amounts recorded in the consolidated financial statements. The amendments require a modified retrospective approach with optional practical expedients. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements. ASU 2018-11 provides entities another option for transition, allowing entities to not apply the new standard in the comparative periods they present in their consolidated financial statements in the year of adoption. In June 2020, the FASB Issued ASU 2020-05, Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Effective Dates for Certain Entities (“ASU 2020-05”). The update defers the initial effective date of ASU 2016-02 by one year for private companies and private non-for-profits. For these entities, the effective date is for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The Company will present the impact of the new guidance in its annual statements as of December 31, 2022 and its interim statements thereafter. The Company is currently in the process of evaluating the impact adopting ASC 842 will have on its consolidated financial statements and related disclosures. In June 2016, the FASB Issued ASU 2016-13, Financial Instruments—Credit Losses The Company does not expect adoption of this new guidance to have a material impact on its results of operations, financial condition and financial statement disclosures. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes The Company does not expect the adoption of this standard to have a material impact on its consolidated financial statements. |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The accompanying interim unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The condensed consolidated financial statements as of March 31, 2022, are unaudited. The condensed consolidated balance sheet as of December 31, 2021, included herein was derived from the audited consolidated financial statements as of that date. Certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. As such, the information included herein should be read in conjunction with the consolidated financial statements and accompanying notes as of and for the year ended December 31, 2021, included in the Company’s Annual Report on Form 10-K, filed with the SEC on March 29, 2022. The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The Company’s fiscal year begins on January 1 and ends on December 31. In the opinion of the Company’s management, the unaudited condensed consolidated financial statements include all adjustments necessary for the fair presentation of the Company’s balance sheet as of March 31, 2022, the results of operations, including its comprehensive loss, and stockholders’ equity for the three months ended March 31, 2022 and 2021, and the statement of cash flows for the three months ended March 31, 2022 and 2021. All adjustments are of a normal recurring nature. The results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for any subsequent quarter or for the fiscal year ending December 31, 2022. | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies There have been no changes to the Company’s significant accounting policies described in the annual consolidated financial statements for the year ended December 31, 2021 that have had a material impact on the Company’s condensed consolidated financial statements and related notes. In March 2020, the World Health Organization declared the outbreak of COVID-19 a pandemic. Modifications continue to be made to the Company’s normal operations because of the COVID-19 pandemic and the Company continues to monitor its operations and government recommendations. Travel restrictions and capacity limits at customer locations imposed in response to the COVID-19 pandemic continue to cause delays in the assessment and deployment of the Company’s products. A | |
Liquidity and Capital Resources | Liquidity and Capital Resources Cash and cash equivalents were $199.0 million as of March 31, 2022, compared to $217.1 million as of December 31, 2021. The Company has historically incurred losses and negative cash flows from operations. As of March 31, 2022, the Company also had an accumulated deficit of approximately $164.7 million and working capital of $202.4 million. These financial statements have been prepared in accordance with GAAP and this basis assumes the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company’s main sources of liquidity have been cash generated by equity offerings and debt. The Company’s primary use of cash is for operations and administrative activities including employee-related expenses, and general, operating and overhead expenses. Future capital requirements will depend on many factors, including the Company’s customer growth rate, customer retention, timing and extent of development efforts, the expansion of sales and marketing activities, the introduction of new and enhanced product offerings and market acceptance of the Company’s products. The Company believes it has sufficient financial resources for at least the next 12 months from the date of our Quarterly Report on Form 10-Q filed on May 11, 2022. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Schedule of Total Amount of Revenue | The total amount of revenue for each such customer was as follows (In thousands) 2021 2020 Customer A $ 1,685 $ 2,222 Customer B 630 2,156 Customer C *NM 1,066 Customer D 928 *NM Customer E 602 *NM Customer F 555 *NM | |
Schedule of Estimated Useful Lives by Asset | The estimated useful lives by asset classification are generally as follows: Useful life Robotics and manufacturing equipment 1 – 10 years Computer equipment 3 – 5 years Software 3 years Furniture and fixtures 3 years Leasehold improvements Lesser of the useful life or the | |
Summary of the Total Amount of Revenue for Each Such Customer | The revenue recognized for Research and Development Services and Product Revenue were as follows: For the three months ended March 31, (In thousands) 2022 2021 Research and Development Services $ 733 $ 1,600 Product Revenue 10 199 Revenue, net $ 743 $ 1,799 | The revenue recognized for Research and Development Services and Product Revenue were as follows: December 31, (In thousands) 2021 2020 Research and Development Services $ 3,584 $ 6,811 Product Revenue 1,491 2,002 Revenue, net $ 5,075 $ 8,813 |
Summary of Opening and Closing Balances of Our Accounts Receivable, Unbilled Receivables, Contract Assets and Deferred Revenues | The opening and closing balances of our accounts receivable, unbilled receivables, contract assets and deferred revenue are as follows: (In thousands) Accounts receivable Unbilled receivable Contract assets Contract assets Deferred revenue Ending Balance as of December 31, 2021 788 221 94 36 30 Increase/(decrease), net 12 (62 ) (43 ) — — Ending Balance as of March 31, 2022 $ 800 $ 159 $ 51 $ 36 $ 30 | The opening and closing balances of our accounts receivable, unbilled receivables, contract assets and deferred revenues are as follows: (In thousands) Accounts receivable Unbilled receivable Contract assets Contract assets Deferred revenue Opening Balance as of December 31, 2019 $ 916 $ 868 $ 195 $ 110 $ 200 Increase/(decrease), net 135 (649 ) (102 ) (17 ) (143 ) Ending Balance as of December 31, 2020 1,051 219 93 93 57 Increase/(decrease), net (263 ) 2 1 (57 ) (27 ) Ending Balance as of December 31, 2021 $ 788 $ 221 $ 94 $ 36 $ 30 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
Schedule Of Assets and Liabilities Measured At Fair Value On Recurring Basis | The fair value of the Company’s financial assets and liabilities measured at fair value on a recurring basis was determined using the following inputs: As of March 31, 2022 (In thousands) Level 1 Level 2 Level 3 Fair Value Liabilities: Warrant liability $ — $ 7,283 $ — $ 7,283 Total liabilities $ — $ 7,283 $ — $ 7,283 As of December 31, 2021 (In thousands) Level 1 Level 2 Level 3 Fair Value Liabilities: Warrant liability $ — $ — $ 13,701 $ 13,701 Total liabilities $ — $ — $ 13,701 $ 13,701 | The fair value of the Company’s financial assets and liabilities measured at fair value on a recurring basis was determined using the following inputs: As of December 31, 2021 (In thousands) Level 1 Level 2 Level 3 Fair Value Liabilities: Warrant liability $ — $ — $ 13,701 $ 13,701 Total liabilities $ — $ — $ 13,701 $ 13,701 As of December 31, 2020 (In thousands) Level 1 Level 2 Level 3 Fair Value Assets: Cash equivalents: Money market funds $ 31,726 $ — $ — $ 31,726 Total assets $ 31,726 $ — $ — $ 31,726 |
Schedule of Changes in Fair Value of Level 3 Warrants | The following table sets forth a reconciliation from the opening balances to the closing balances for Level 3 values: (In thousands) Balance at December 31, 2021 $ 13,701 Warrant liability transferred out of Level 3 (13,701 ) Balance at March 31, 2022 $ — | The table below sets forth a summary of changes in the fair value of the Company’s Level 3 warrants for the year ended December 31, 2021: (In thousands) Balance at December 31, 2020 $ — Initial recognition of warrants 8,774 Increase in fair value of warrants 4,927 Balance at December 31, 2021 $ 13,701 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||
Inventories, Net | Inventories, Net Inventories, net consist of the following: (In thousands) March 31, 2022 December 31, 2021 Raw materials $ 452 $ 458 Work-in-process 45 41 Finished goods, net 508 507 Total inventories, net $ 1,005 $ 1,006 | Inventories, net Inventories, net consist of the following: (In thousands) December 31, 2021 December 31, 2020 Raw materials $ 458 $ 516 Work-in-process 41 100 Finished goods, net 507 91 Total inventories $ 1,006 $ 707 |
Prepaid expenses and other current assets | Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following: (In thousands) March 31, 2022 December 31, 2021 Prepaid insurance $ 3,272 $ 4,786 Software 3,201 4,144 Other prepaid expense 333 171 Other assets 163 101 Total prepaid expenses and other current assets $ 6,969 $ 9,202 | Prepaid expenses and other current assets Prepaid expenses and other current assets consist of the following: (In thousands) December 31, 2021 December 31, 2020 Prepaid insurance $ 4,786 $ 34 Software 4,144 287 Other prepaid expense 171 279 Other assets 101 93 Total prepaid expenses and other current assets $ 9,202 $ 693 |
Summary of Estimated Useful Lives by Asset Classification | Property and Equipment, Net Property and equipment, net consist of the following: (In thousands) March 31, 2022 December 31, 2021 Robotics and manufacturing equipment $ 876 $ 876 Leasehold improvements 3,890 3,890 Computer equipment 1,270 1,270 Capital leased computer equipment 271 271 Software 355 355 Furniture and fixtures, and other fixed assets 828 753 Construction in progress 855 872 Property and equipment, gross 8,345 8,287 Accumulated depreciation and amortization (1,504 ) (1,236 ) Property and equipment, net $ 6,841 $ 7,051 | Property and equipment, net Property and equipment, net consist of the following: (In thousands) December 31, 2021 December 31, 2020 Robotics and manufacturing equipment $ 876 $ 659 Leasehold improvements 3,890 154 Computer equipment 1,270 568 Capital leased computer equipment 271 386 Software 355 359 Other fixed assets 753 147 Construction in progress 872 141 Property and equipment, gross 8,287 2,414 Accumulated depreciation and amortization (1,236 ) (989 ) Property and equipment, net $ 7,051 $ 1,425 |
Accrued liabilities | Accrued Liabilities Accrued liabilities consist of the following: (In thousands) March 31, 2022 December 31, 2021 Payroll and related costs $ 1,263 $ 2,511 Consulting and professional services 1,825 406 Legal accrual — 520 Other current liabilities 779 1,043 Total accrued liabilities $ 3,867 $ 4,480 | Accrued liabilities Accrued liabilities consist of the following: (In thousands) December 31, 2021 December 31, 2020 Payroll and related costs $ 2,511 $ 934 Consulting and professional services 406 125 Legal accrual 520 — Other current liabilities 1,043 196 Total accrued liabilities $ 4,480 $ 1,255 |
Other non-current liabilities | Other Non-current Liabilities Other non-current liabilities consist of the following: (In thousands) March 31, 2022 December 31, 2021 Capital leases and other 6 7 Deferred rent 1,982 1,992 Total other non-current liabilities $ 1,988 $ 1,999 | Other non-current liabilities Other non-current liabilities consist of the following: (In thousands) December 31, 2021 December 31, 2020 Payroll and related costs $ — $ 286 Capital leases and other 7 240 Deferred rent 1,992 — Total other non-current liabilities $ 1,999 $ 526 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Summary of Notes Payable | Notes payable consisted of the following: (In thousands) December 31, December 31, First PPP loan $ — $ 2,394 Total Notes payable — 2,394 Less: Notes payable, current portion — 1,328 Notes payable, net of current portion $ — $ 1,066 |
Reverse Recapitalization (Table
Reverse Recapitalization (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Business Combination And Asset Acquisition [Abstract] | ||
Schedule of Merger to the Consolidated Statement of Cash Flows and Consolidated Statement of Stockholders' Equity | . The following table presents the number of shares of the Company’s Common Stock outstanding immediately following the Merger: Number of Shares Rotor Class A Common Stock, outstanding prior to Merger 27,600,000 Rotor Class B Common Stock, outstanding prior to Merger 6,405,960 Class A common stock issued to PIPE Investors 22,000,000 Less: redemption of Rotor Common Stock (23,479,970 ) Total shares from Merger and PIPE financing 32,525,990 Recapitalization of Old Sarcos common stock into Class A common stock (1) 105,063,285 Total shares of Common Stock immediately after the Merger 137,589,275 | The following table reconciles the elements of the Merger to the consolidated statements of cash flows and the consolidated statements of stockholders’ equity for the year ended December 31, 2021 (In thousands) Recapitalization Cash proceeds from Rotor, net of redemptions and transaction expenses $ 25,359 Cash proceeds from PIPE Financing 220,000 Less: Cash payment of transaction expenses - Sarcos (16,571 ) Net Cash proceeds from Merger and PIPE financing 228,788 Less: Warrant liabilities assumed (8,774 ) Less: Other non-cash net assets assumed 40 Less: Unpaid and previously expensed Merger transaction costs (148 ) Net contributions from recapitalization $ 219,906 Immediately following closing of the Merger, the Company had 137,589,275 shares issued and outstanding of Common Stock. The following table present the number of shares of the Company’s Common Stock outstanding immediately following the consummation of the Merger: Number of Shares Rotor Class A Common Stock, outstanding prior to Merger 27,600,000 Rotor Class B Common Stock, outstanding prior to Merger 6,405,960 Class A common stock issued to PIPE Investors 22,000,000 Less: redemption of Rotor Common Stock (23,479,970 ) Total shares from Merger and PIPE financing 32,525,990 Recapitalization of Old Sarcos common stock into Class A common stock 1 105,063,285 Total shares of Common Stock immediately after the Effective Time 137,589,275 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Schedule of Quantitative Information Regarding Assumptions Used in Binomial lattice Model | The Company calculated the fair value of option grants on the respective dates of grant using the following weighted average assumptions: Years ended December 31, December 31, 2021 2020 Options Risk-free interest rate 1.19 % 0.51 % Expected term (in years) 6.08 6.06 Expected dividend yield — % — % Expected volatility 66.56 % 64.98 % |
Private Placement Warrants | |
Schedule of Quantitative Information Regarding Assumptions Used in Binomial lattice Model | The following table provides quantitative information regarding assumptions used in the binomial lattice model to determine the fair value of the Private Placement Warrants: December 31, 2021 September 24, 2021 Stock price $ 9.98 $ 10.05 Term (in years) 0.06 0.32 Implied volatility 30.3 % 18.9 % Risk-free rate 1.22 % 1.0 % Dividend yield 0.0 % 0.0 % |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Schedule of Stock Options Activity | The following summarizes the Compa Options Outstanding Number of Shares Weighted Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding – December 31, 2021 10,027,094 $ 3.28 7.2 $ 67,173 Granted 1,010 9.81 — Exercised (83,582 ) 0.78 — Cancelled (744,907 ) 7.21 — Outstanding – March 31, 2022 9,199,615 $ 2.99 6.8 $ 37,590 Exercisable – December 31, 2021 5,176,464 $ 0.46 5.3 $ 49,268 Exercisable – March 31, 2022 5,296,422 $ 0.51 5.1 $ 32,547 | The following summarizes the Company’s stock option activity for the years ended December 31, 2021 and 2020: Options Outstanding Number of Shares Weighted Average Exercise Price Weighted- Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding – December 31, 2019 7,738,866 $ 0.49 7.36 $ 5,848 Granted 1,993,969 1.24 Exercised (318,564 ) 0.40 Cancelled (1,531,184 ) 0.93 Outstanding – December 31, 2020 7,883,087 0.59 6.83 $ 5,058 Granted 3,761,109 7.93 Exercised (158,129 ) 0.16 Cancelled (1,458,973 ) 1.11 Outstanding – December 31, 2021 10,027,094 $ 3.28 7.23 $ 67,173 Exercisable – December 31, 2020 5,063,856 $ 0.33 5.78 $ 4,592 Exercisable – December 31, 2021 5,176,464 $ 0.46 5.33 $ 49,268 |
Schedule of Quantitative Information Regarding Assumptions Used in Binomial lattice Model | The Company calculated the fair value of option grants on the respective dates of grant using the following weighted average assumptions: Years ended December 31, December 31, 2021 2020 Options Risk-free interest rate 1.19 % 0.51 % Expected term (in years) 6.08 6.06 Expected dividend yield — % — % Expected volatility 66.56 % 64.98 % | |
Summary of RSU and RSAs Activity | The following summarizes the Company’s employee RSUs activity for the three months ended March 31, 2022: Restricted Stock Units Outstanding Number of Shares Weighted-Average Grant-Date Fair Value Outstanding – December 31, 2021 1,797,474 $ 8.34 Granted 408 9.81 Released (731,588 ) 8.78 Cancelled (222,746 ) 8.74 Outstanding – March 31, 2022 843,548 $ 7.86 The following summarizes the Company’s employee RSAs activity for the three months ended March 31, 2022: Restricted Stock Awards Outstanding Number of Shares Weighted-Average Grant-Date Fair Value Outstanding – December 31, 2021 5,129,222 $ 8.78 Released (1,282,305 ) 8.78 Outstanding – March 31, 2022 3,846,917 $ 8.78 | The following summarizes the Company’s employee RSU activity for the years ended December 31, 2021 and 2020: Restricted Stock Units Outstanding Number of Shares Weighted- Average Grant-Date Fair Value(1) Outstanding – December 31, 2019 1,454,642 $ 8.78 Granted 384,692 3.25 Cancelled (938,117 ) 6.51 Outstanding – December 31, 2020 901,217 $ 8.78 Granted 932,123 7.93 Released (28,982 ) 8.78 Cancelled (6,884 ) 8.78 Outstanding – December 31, 2021 1,797,474 $ 8.34 (1) W The following summarizes the Company’s employee RSAs activity for the year ended December 31, 2021: Restricted Stock Awards Outstanding Number of Shares Weighted-Average Grant-Date Fair Value Outstanding – December 31, 2020 — $ — Granted 5,129,222 8.78 Outstanding – December 31, 2021 5,129,222 $ 8.78 |
Schedule of Stock Based Compensation Expense | The Company recognized stock-based compensation expense in the condensed consolidated statement of operations and comprehensive loss as follows: For the three months ended March 31, (In thousands) 2022 2021 Cost of revenue $ 14 $ 28 Research and development 155 61 Sales and marketing 132 10 General and administrative 10,549 74 Total stock-based compensation expense $ 10,850 $ 173 | The Company recognized stock-based compensation expense in the consolidated statement of operations and comprehensive loss as follows: December 31, December 31, (In thousands) 2021 2020 Cost of revenue $ 92 $ 109 Research and development 446 249 Sales and marketing 814 45 General and administrative 41,766 1,888 Total stock-based compensation expense $ 43,118 $ 2,291 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Schedule of Basic and Diluted Net Loss Per Share | The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders for the three months ended March 31, 2022 and 2021: For the three months ended March 31, (In thousands, except share and per share data) 2022 2021 Numerator: Net loss $ (19,202 ) $ (5,198 ) Denominator: Weighted average shares outstanding, basic and diluted 137,908,690 104,059,652 Basic and diluted net loss per share $ (0.14 ) $ (0.05 ) Anti-dilutive securities, excluded 62,564,533 13,457,486 | The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders for the twelve months ended December 31, 2021 and 2020: Year ended December 31, (In thousands, except share and per share data) 2021 2020 Numerator: Net loss attributable to common stockholders $ (81,508 ) $ (20,926 ) Denominator: Weighted average shares outstanding, basic and diluted 113,184,357 100,114,664 Basic and diluted net loss per share $ (0.72 ) $ (0.21 ) |
Schedule of Shares Excluded from Computation of Diluted Net Loss Per Share | The following table discloses securities that could potentially dilute basic net loss per share in the future that were not included in the computation of diluted net loss per share: As of December 31, 2021 2020 Outstanding warrants 20,549,468 1,282,306 Outstanding restricted stock awards 5,129,222 — Outstanding stock options and restricted stock units 11,824,568 8,784,304 Outstanding earnout shares 28,125,000 — Total anti-dilutive securities 65,628,258 10,066,610 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Provision for Income Taxes | The Company's provision for income taxes consists of the following: Years Ended December 31, (In thousands) 2021 2020 Current: Federal $ — $ — State (1 ) (1 ) Total current (1 ) (1 ) Deferred: Federal (16,377 ) (4,142 ) State (3,948 ) (1,144 ) Change in valuation allowance 20,325 5,286 Total deferred — — Total provision for income taxes $ (1 ) $ (1 ) |
Schedule of Statutory Federal Income Tax Rate to Income Before Taxes | The Company's provision for income tax differs from the amount computed by applying the statutory federal income tax rate to income before taxes as follows: Years Ended December 31, (In thousands) 2021 2020 Statutory federal income tax rate 21.0 % 21.0 % State tax provision 3.7 3.7 Change in valuation allowance (24.9 ) (25.3 ) Research credits 0.7 3.0 Permanent differences (0.3 ) (2.4 ) Other (0.2 ) — Total provision for income taxes 0.0 % 0.0 % |
Schedule of Net Deferred Tax Asset | As of December 31, 2021 and 2020, the net deferred tax asset consisted of the following: December 31, (In thousands) 2021 2020 Deferred tax assets: Accrued expenses $ 1,050 $ 192 Stock compensation 11,094 479 Research credits 2,486 1,939 Net operating loss carryforwards 22,393 12,838 Total gross deferred tax assets 37,023 15,448 Less valuation allowance (35,476 ) (15,151 ) Total deferred tax assets 1,547 297 Deferred tax liabilities: Property and equipment (1,547 ) (297 ) Total deferred tax liabilities (1,547 ) (297 ) Net deferred tax asset $ — $ — |
Reconciliation of Beginning and Ending Amount of Valuation Allowance | A reconciliation of the beginning and ending amount of the valuation allowance is as follows December 31, (In thousands) 2021 2020 Valuation allowance at beginning of year $ 15,151 $ 9,865 Change in valuation allowance 20,325 5,286 Valuation allowance at end of year $ 35,476 $ 15,151 |
Reconciliation of Beginning and Ending Amounts of Unrecognized Benefits | . A reconciliation of the beginning and ending amounts of unrecognized benefits is as follows: Years ended December 31, (In thousands) 2021 2020 Unrecognized tax benefits at the beginning of year $ 2,054 $ 1,388 Gross increases – current year tax positions 580 666 Unrecognized tax benefits at end of year $ 2,634 $ 2,054 Interest and penalties in year-end balance $ — $ — |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | ||
Schedule of Future Minimum Rental Payments for Operating Leases | Future minimum rental payments under the noncancelable operating leases, subsequent to March 31, 2022, are as follows: (In thousands) Operating Leases 2022 $ 961 2023 970 2024 1,323 2025 1,360 2026 1,397 2027 and thereafter 9,919 Total $ 15,930 | The Company leases facilities under noncancelable operating lease agreements. Future minimum rental payments under the noncancelable operating leases, subsequent to December 31, 2021, are as follows: (In thousands) Operating Leases 2022 $ 1,279 2023 970 2024 1,323 2025 1,360 2026 1,397 2027 and thereafter 9,919 Total $ 16,248 |
Schedule of Future Minimum Lease Payments for Capital Leases | Future minimum rental payments under the noncancelable capital leases, subsequent to March 31, 2022, are as follows: (In thousands) Capital Leases 2022 $ 97 2023 4 2024 4 Minimum lease payment including interest 105 Amount representing interest (3 ) Minimum lease payments excluding interest $ 102 | Future minimum rental payments under the noncancelable capital leases, subsequent to December 31, 2021, are as follows: (In thousands) Capital Leases 2022 $ 98 2023 4 2024 4 Minimum lease payment including interest 106 Amount representing interest (4 ) Minimum lease payments excluding interest $ 102 |
Schedule of Unconditional Purchase Commitment | As of March 31, 2022, the Company has an unconditional purchase commitment with Palantir as detailed in the table below: (In thousands) Annual Service 2022 $ — 2023 8,000 2024 8,000 2025 10,000 2026 10,000 Total $ 36,000 | As of December 31, 2021, the Company has an unconditional purchase commitment with Palantir as detailed in the table below: (In thousands) Annual Service 2022 $ — 2023 8,000 2024 8,000 2025 10,000 2026 10,000 Total $ 36,000 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details) $ / shares in Units, $ in Thousands | Sep. 24, 2021USD ($)$ / sharesshares | Mar. 31, 2022USD ($)$ / sharesshares | Mar. 31, 2021USD ($)shares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares |
Summaryof Significant Accounting Policies Details [Line Items] | |||||
Right to receive exchange ratio of common stock | 5.12922% | ||||
Sale of per share price (in Dollars per share) | $ / shares | $ 0.0001 | ||||
Earn-outs, up to an aggregate | shares | 62,564,533 | 13,457,486 | 65,628,258 | 10,066,610 | |
Common stock, shares issued | shares | 139,026,245 | 137,722,658 | 104,039,354 | ||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Cash and cash equivalents | $ 199,000 | $ 217,100 | $ 33,700 | ||
Accumulated deficit | 164,700 | (145,500) | |||
Working capital | 202,400 | 222,200 | |||
Net proceeds amount | $ 228,800 | ||||
Allowance for doubtful receivables | 0 | 0 | |||
Accounts receivable write off | 0 | 0 | |||
Impairment loss recognized | 0 | 0 | |||
Deferred Revenue, Revenue Recognized | 0 | $ 0 | 100 | $ 200 | |
Revenue, Remaining Performance Obligation, Amount | $ 1,800 | $ 1,800 | |||
Accounting Standards Update 2019-12 [Member] | |||||
Summaryof Significant Accounting Policies Details [Line Items] | |||||
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true | ||||
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 1, 2022 | ||||
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true | ||||
Credit Concentration Risk | Accounts Receivable | |||||
Summaryof Significant Accounting Policies Details [Line Items] | |||||
Number of customer | 1 | 5 | |||
Credit Concentration Risk | Accounts Receivable | Customer One | |||||
Summaryof Significant Accounting Policies Details [Line Items] | |||||
Concentration risk, percentage | 81.00% | ||||
Credit Concentration Risk | Accounts Receivable | Customer Five | |||||
Summaryof Significant Accounting Policies Details [Line Items] | |||||
Concentration risk, percentage | 97.00% | ||||
Customer Concentration Risk | Revenue Benchmark | |||||
Summaryof Significant Accounting Policies Details [Line Items] | |||||
Number of customer | 5 | 3 | |||
Customer Concentration Risk | Revenue Benchmark | Customer Five | |||||
Summaryof Significant Accounting Policies Details [Line Items] | |||||
Concentration risk, percentage | 87.00% | ||||
Customer Concentration Risk | Revenue Benchmark | Customer Three | |||||
Summaryof Significant Accounting Policies Details [Line Items] | |||||
Concentration risk, percentage | 64.00% | ||||
P I P E Investor | |||||
Summaryof Significant Accounting Policies Details [Line Items] | |||||
Common stock, shares issued | shares | 22,000,000 | ||||
Common stock, par value | $ / shares | $ 10 | ||||
Aggregate purchase price | $ 220,000 | ||||
Common Stock | |||||
Summaryof Significant Accounting Policies Details [Line Items] | |||||
Earn-outs, up to an aggregate | shares | 28,125,000 | 28,125,000 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Total Amount of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Summaryof Significant Accounting Policies Details [Line Items] | ||||
Revenue, net | $ 743 | $ 1,799 | $ 5,075 | $ 8,813 |
Customer A | ||||
Summaryof Significant Accounting Policies Details [Line Items] | ||||
Revenue, net | 1,685 | 2,222 | ||
Customer B | ||||
Summaryof Significant Accounting Policies Details [Line Items] | ||||
Revenue, net | 630 | 2,156 | ||
Customer C | ||||
Summaryof Significant Accounting Policies Details [Line Items] | ||||
Revenue, net | $ 1,066 | |||
Customer D | ||||
Summaryof Significant Accounting Policies Details [Line Items] | ||||
Revenue, net | 928 | |||
Customer E | ||||
Summaryof Significant Accounting Policies Details [Line Items] | ||||
Revenue, net | 602 | |||
Customer F | ||||
Summaryof Significant Accounting Policies Details [Line Items] | ||||
Revenue, net | $ 555 |
Basis of Presentation and Sum_6
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives by Asset (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Summaryof Significant Accounting Policies Details [Line Items] | |
Property and equipment, useful lives | Lesser of the useful life or theremaining term of the lease |
Robotics And Manufacturing Equipment | Maximum | |
Summaryof Significant Accounting Policies Details [Line Items] | |
Property and equipment, useful lives | 10 years |
Robotics And Manufacturing Equipment | Minimum | |
Summaryof Significant Accounting Policies Details [Line Items] | |
Property and equipment, useful lives | 1 year |
Computer Equipment | Maximum | |
Summaryof Significant Accounting Policies Details [Line Items] | |
Property and equipment, useful lives | 5 years |
Computer Equipment | Minimum | |
Summaryof Significant Accounting Policies Details [Line Items] | |
Property and equipment, useful lives | 3 years |
Software And Service | |
Summaryof Significant Accounting Policies Details [Line Items] | |
Property and equipment, useful lives | 3 years |
Furniture and Fixtures | |
Summaryof Significant Accounting Policies Details [Line Items] | |
Property and equipment, useful lives | 3 years |
Basis of Presentation and Sum_7
Basis of Presentation and Summary of Significant Accounting Policies - Summary of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Summaryof Significant Accounting Policies Details [Line Items] | ||||
Revenue, net | $ 743 | $ 1,799 | $ 5,075 | $ 8,813 |
Research And Development Services | ||||
Summaryof Significant Accounting Policies Details [Line Items] | ||||
Revenue, net | 733 | 1,600 | 3,584 | 6,811 |
Product Revenue | ||||
Summaryof Significant Accounting Policies Details [Line Items] | ||||
Revenue, net | $ 10 | $ 199 | $ 1,491 | $ 2,002 |
Basis of Presentation and Sum_8
Basis of Presentation and Summary of Significant Accounting Policies - Summary of Information about Contract Balances (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounts receivable | ||||
Opening Balance | $ 788 | $ 1,051 | $ 1,051 | $ 916 |
Increase/(decrease), net | 12 | (985) | (263) | 135 |
Ending Balance | 800 | 788 | 1,051 | |
Unbilled receivable | ||||
Opening Balance | 221 | 219 | 219 | 868 |
Increase/(decrease), net | (62) | 2 | (649) | |
Ending Balance | 159 | 221 | 219 | |
Contract assets (current) | ||||
Opening Balance | 94 | 93 | 93 | 195 |
Increase/(decrease), net | (43) | 1 | (102) | |
Ending Balance | 51 | 94 | 93 | |
Contract assets (long-term) | ||||
Opening Balance | 36 | 93 | 93 | 110 |
Increase/(decrease), net | (57) | (17) | ||
Ending Balance | 36 | 36 | 93 | |
Deferred revenue | ||||
Opening Balance | 30 | 57 | 57 | 200 |
Increase/(decrease), net | (27) | (143) | ||
Ending Balance | 30 | 30 | 57 | |
Opening Balance | 788 | 1,051 | 1,051 | 916 |
Increase/(decrease), net | 12 | (985) | (263) | 135 |
Ending Balance | 800 | 788 | 1,051 | |
Opening Balance | 221 | 219 | 219 | 868 |
Increase/(decrease), net | (62) | 2 | (649) | |
Ending Balance | 159 | 221 | 219 | |
Opening Balance | 94 | 93 | 93 | 195 |
Increase/(decrease), net | (43) | 1 | (102) | |
Ending Balance | 51 | 94 | 93 | |
Opening Balance | 36 | 93 | 93 | 110 |
Increase/(decrease), net | (57) | (17) | ||
Ending Balance | 36 | 36 | 93 | |
Opening Balance | 30 | $ 57 | 57 | 200 |
Deferred revenue | (27) | (143) | ||
Ending Balance | $ 30 | $ 30 | $ 57 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule Of Assets and Liabilities Measured At Fair Value On Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Liabilities: | |||
Total liabilities | $ 7,283 | $ 13,701 | |
Cash Equivalents | |||
Assets: | |||
Total assets | $ 31,726 | ||
Cash Equivalents | Money Market Funds | |||
Assets: | |||
Total assets | 31,726 | ||
Fair Value, Inputs, Level 1 | Cash Equivalents | |||
Assets: | |||
Total assets | 31,726 | ||
Fair Value, Inputs, Level 1 | Cash Equivalents | Money Market Funds | |||
Assets: | |||
Total assets | $ 31,726 | ||
Fair Value, Inputs, Level 2 | |||
Liabilities: | |||
Total liabilities | 7,283 | ||
Fair Value, Inputs, Level 3 | |||
Liabilities: | |||
Total liabilities | 13,701 | ||
Warrant Liability | |||
Liabilities: | |||
Total liabilities | 7,283 | 13,701 | |
Warrant Liability | Fair Value, Inputs, Level 2 | |||
Liabilities: | |||
Total liabilities | $ 7,283 | ||
Warrant Liability | Fair Value, Inputs, Level 3 | |||
Liabilities: | |||
Total liabilities | $ 13,701 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | ||
Transfers between fair value measurements levels | $ 0 | $ 0 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Changes in Fair Value of Level 3 Warrants (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
Beginning Balance | $ 13,701 | |
Initial recognition of warrants | $ 8,774 | |
Increase in fair value of warrants | 4,927 | |
Warrant liability transfered out of Level 3 | $ (13,701) | |
Ending Balance | $ 13,701 |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Inventories, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |||
Raw materials | $ 452 | $ 458 | $ 516 |
Work-in-process | 45 | 41 | 100 |
Finished goods, net | 508 | 507 | 91 |
Total inventories | $ 1,005 | $ 1,006 | $ 707 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||||
Inventory reserves | $ 300 | $ 300 | $ 100 | |
Depreciation | $ 268 | $ 111 | $ 531 | $ 458 |
Balance Sheet Components - Sc_2
Balance Sheet Components - Schedule of Prepaid Expenses And Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule Of Balance Sheet Components [Line Items] | |||
Prepaid insurance | $ 3,272 | $ 4,786 | $ 34 |
Other prepaid expense | 333 | 171 | 279 |
Total prepaid expenses and other current assets | 6,969 | 9,202 | 693 |
Software And Service | |||
Schedule Of Balance Sheet Components [Line Items] | |||
Other assets | 3,201 | 4,144 | 287 |
Other Assets | |||
Schedule Of Balance Sheet Components [Line Items] | |||
Other assets | $ 163 | $ 101 | $ 93 |
Balance Sheet Components - Prop
Balance Sheet Components - Property Plant and Equipment Net (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule Of Balance Sheet Components [Line Items] | |||
Property and equipment, gross | $ 8,345 | $ 8,287 | $ 2,414 |
Accumulated depreciation and amortization | (1,504) | (1,236) | (989) |
Property and equipment, net | 6,841 | 7,051 | 1,425 |
Robotics And Manufacturing Equipment | |||
Schedule Of Balance Sheet Components [Line Items] | |||
Property and equipment, gross | 876 | 876 | 659 |
Leasehold Improvements | |||
Schedule Of Balance Sheet Components [Line Items] | |||
Property and equipment, gross | 3,890 | 3,890 | 154 |
Computer Equipment | |||
Schedule Of Balance Sheet Components [Line Items] | |||
Property and equipment, gross | 1,270 | 1,270 | 568 |
Capital Leased Computer Equipment | |||
Schedule Of Balance Sheet Components [Line Items] | |||
Property and equipment, gross | 271 | 271 | 386 |
Software And Service | |||
Schedule Of Balance Sheet Components [Line Items] | |||
Property and equipment, gross | 355 | 355 | 359 |
Other Fixed Assets | |||
Schedule Of Balance Sheet Components [Line Items] | |||
Property and equipment, gross | 753 | 147 | |
Construction In Progress | |||
Schedule Of Balance Sheet Components [Line Items] | |||
Property and equipment, gross | 855 | 872 | $ 141 |
Furniture and Fixtures | |||
Schedule Of Balance Sheet Components [Line Items] | |||
Property and equipment, gross | $ 828 | $ 753 |
Balance Sheet Components - Sc_3
Balance Sheet Components - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |||
Payroll and related costs | $ 1,263 | $ 2,511 | $ 934 |
Consulting and professional services | 1,825 | 406 | 125 |
Legal accrual | 520 | ||
Other current liabilities | 779 | 1,043 | 196 |
Total accrued liabilities | $ 3,867 | $ 4,480 | $ 1,255 |
Balance Sheet Components - Othe
Balance Sheet Components - Other Noncurrent Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |||
Payroll and related costs | $ 286 | ||
Capital leases and other | $ 6 | $ 7 | 240 |
Deferred rent | 1,982 | 1,992 | |
Total other non-current liabilities | $ 1,988 | $ 1,999 | $ 526 |
Notes Payable - Additional Info
Notes Payable - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||||
Dec. 31, 2021 | Mar. 31, 2022 | Nov. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Apr. 30, 2020 | |
Debt Instrument [Line Items] | |||||||
Gain on forgiveness of notes payable | $ 4,394 | ||||||
Outstanding PPP Loans | $ 2,394 | ||||||
PPP Loan | |||||||
Debt Instrument [Line Items] | |||||||
Annual interest rate | 1.00% | 1.00% | |||||
Gain on forgiveness of notes payable | $ 4,400 | ||||||
Outstanding PPP Loans | $ 0 | ||||||
First PPP Loan | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount | $ 2,400 | ||||||
Loans forgiven | $ 2,400 | ||||||
Outstanding PPP Loans | $ 2,394 | ||||||
Second PPP Loan | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount | $ 2,000 | ||||||
Loans forgiven | $ 2,000 |
Notes Payable - Summary of Note
Notes Payable - Summary of Notes Payable (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Debt Instrument [Line Items] | |
Total Notes payable | $ 2,394 |
Less: Notes payable, current portion | 1,328 |
Notes payable, net of current portion | 1,066 |
First PPP Loan | |
Debt Instrument [Line Items] | |
Total Notes payable | $ 2,394 |
Reverse Recapitalization - Addi
Reverse Recapitalization - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 24, 2021 | |
Business Acquisition [Line Items] | |||||
Net cash proceeds | $ (5,190) | $ 1,819 | $ 230,241 | $ 42,301 | |
Common stock, shares outstanding | 139,026,245 | 137,722,658 | 104,039,354 | 21,483,286 | |
Common stock, shares issued | 139,026,245 | 137,722,658 | 104,039,354 | ||
Incremental Costs | $ 32,900 | ||||
Transaction costs | 1,100 | ||||
PIPE Financing | |||||
Business Acquisition [Line Items] | |||||
Net cash proceeds | $ 228,800 | ||||
Common Stock | |||||
Business Acquisition [Line Items] | |||||
Contingent merger consideration earn-out shares issuable | 28,125,000 | 28,125,000 | |||
Common stock, shares outstanding | 137,589,275 | 137,589,275 | |||
Common stock, shares issued | 137,589,275 | 137,589,275 | |||
Common Stock Price Per Share Equals Or Exceeds 15.00 Per Share | |||||
Business Acquisition [Line Items] | |||||
Contingent merger consideration earn-out shares issuable | 14,062,500 | 14,062,500 | |||
Earnout Trading Days | 20 days | 20 days | |||
Earnout Consecutive Trading Days | 30 days | 30 days | |||
Earn-Out price per share | $ 15 | $ 15 | |||
Common Stock Price Per Share Equals Or Exceeds 20.00 Per Share | |||||
Business Acquisition [Line Items] | |||||
Contingent merger consideration earn-out shares issuable | 14,062,500 | 14,062,500 | |||
Earnout Trading Days | 20 days | 20 days | |||
Earnout Consecutive Trading Days | 30 days | 30 days | |||
Earn-Out price per share | $ 20 | $ 20 |
Equity - Additional Information
Equity - Additional Information (Details) - USD ($) $ in Thousands | Feb. 16, 2021 | Feb. 16, 2021 | Sep. 30, 2016 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 24, 2021 |
Stockholders Equity Details [Line Items] | ||||||||
Common stock, shares authorized | 990,000,000 | 990,000,000 | 133,312,415 | |||||
Common stock, shares outstanding | 139,026,245 | 137,722,658 | 104,039,354 | 21,483,286 | ||||
Common stock, shares issued | 139,026,245 | 137,722,658 | 104,039,354 | |||||
Stock-based compensation expense | $ 10,850 | $ 173 | $ 43,118 | $ 2,291 | ||||
Preferred Stock, Shares authorized | 10,000,000 | |||||||
Preferred stock, shares outstanding | 0 | |||||||
Acquired non controlling interest shares purchase price | $ 200 | $ 200 | ||||||
Zepto | ||||||||
Stockholders Equity Details [Line Items] | ||||||||
Ownership percentage | 79.00% | |||||||
Non-controlling interest | 21.00% | |||||||
Founder Shares | ||||||||
Stockholders Equity Details [Line Items] | ||||||||
Shares subject to repurchase | 0 | |||||||
Stock repurchase lapse period | 48 months | |||||||
Stock Repurchase Expiration Date | Sep. 30, 2020 | |||||||
Stock-based compensation expense | $ 1,500 | |||||||
Unrecognized stock based compensation | $ 0 | |||||||
Common Class B | Founder Shares | ||||||||
Stockholders Equity Details [Line Items] | ||||||||
Shares subject to repurchase | 4,000,000 |
Warrants - Additional Informati
Warrants - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Sep. 24, 2021 | Jan. 31, 2020 | Jan. 20, 2020 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Class Of Warrant Or Right [Line Items] | ||||||
Shares of common stock per warrant | 250,000 | |||||
Warrant exercise price | $ 11.3243 | |||||
Expiration date | Jan. 31, 2030 | |||||
Contractual term | 10 years | 6 years 29 days | 6 years 21 days | |||
Risk-free interest rate | 3.05% | 1.19% | 0.51% | |||
Volatility rate | 85.00% | 66.56% | 64.98% | |||
Dividend yield | 0.00% | 0.00% | ||||
Change in fair value of warrant liability | $ (6,414) | $ 4,927 | ||||
Redemption of Warrants When Price Per Share Equals or Exceeds $18.00 Per Share | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Redemption of warrants price per share | $ 18 | $ 18 | ||||
Warrants price per share | $ 0.01 | $ 0.01 | ||||
Minimum period for written notice of redemption | 30 days | 30 days | ||||
Consecutive trading days | 20 days | 20 days | ||||
Consecutive trading days after commencement | 30 days | 30 days | ||||
Trading days, description | • if, and only if, the last reported sale price of the shares of the Company's Common Stock for any 20 trading days within a 30-trading day period commencing after the Warrants become exercisable and ending three business days before the Company sends the notice of redemption to the Warrant holders (which is referred to as the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like). | if, and only if, the last reported sale price of the shares of our Common Stock for any 20 trading days within a 30-trading day period commencing after the Warrants become exercisable and ending three business days before we send the notice of redemption to the Warrant holders (which we refer to as the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like). | ||||
Redemption of warrants description | • upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each Warrant holder; and | • upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each Warrant holder; and | ||||
Redemption of Warrants When Price Per Share Equals or Exceeds $18.00 Per Share | Minimum | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Warrants reference value per share | $ 18 | $ 18 | ||||
Redemption of Warrants When Price Per Share Equals or Exceeds $10.00 Per Share | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Redemption of warrants price per share | 10 | $ 10 | ||||
Warrants price per share | $ 0.10 | |||||
Minimum period for written notice of redemption | 30 days | 30 days | ||||
Redemption of warrants description | at $0.10 per Warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their Warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of the Company's Common Stock | at $0.10 per Warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their Warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of our Common Stock | ||||
Redemption of Warrants When Price Per Share Equals or Exceeds $10.00 Per Share | Minimum | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Warrants reference value per share | $ 10 | $ 10 | ||||
Redemption of Warrants When Price Per Share Equals or Exceeds $10.00 Per Share | Maximum | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Warrants reference value per share | $ 18 | $ 18 | ||||
Private Placement Warrants | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Contractual term | 3 months 25 days | 21 days | ||||
Risk-free interest rate | 1.00% | 1.22% | ||||
Volatility rate | 18.90% | 30.30% | ||||
Dividend yield | 0.00% | 0.00% | ||||
Change in fair value of warrant liability | $ 4,900 | |||||
Common Stock | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Shares of common stock per warrant | 1 | 1 | ||||
Warrant exercise price | $ 11.50 | $ 11.50 | ||||
Expiration date | Sep. 24, 2026 | Sep. 24, 2026 | ||||
Warrant expiration term | 5 years | 5 years | ||||
IPO | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Issuance of shares (in Shares) | 27,600,000 | |||||
Sale of warrants (in Shares) | 7,270,000 |
Warrants - Schedule of Quantita
Warrants - Schedule of Quantitative Information Regarding Assumptions Used in Binomial Lattice Model (Details) - $ / shares | Sep. 24, 2021 | Jan. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Class Of Warrant Or Right [Line Items] | ||||
Contractual term | 10 years | 6 years 29 days | 6 years 21 days | |
Volatility rate | 85.00% | 66.56% | 64.98% | |
Risk-free interest rate | 3.05% | 1.19% | 0.51% | |
Dividend yield | 0.00% | 0.00% | ||
Private Placement Warrants | ||||
Class Of Warrant Or Right [Line Items] | ||||
Stock price | $ 10.05 | $ 9.98 | ||
Contractual term | 3 months 25 days | 21 days | ||
Volatility rate | 18.90% | 30.30% | ||
Risk-free interest rate | 1.00% | 1.22% | ||
Dividend yield | 0.00% | 0.00% |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Details) $ / shares in Units, $ in Thousands | Jan. 31, 2020 | Apr. 30, 2021USD ($)AwardRecipient | Mar. 31, 2022USD ($)shares | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / shares |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Dividend yield | 0.00% | 0.00% | ||||
Business combination liquidity event vesting condition award recipients | AwardRecipient | 8 | |||||
Stock-based compensation expense | $ 10,850 | $ 173 | $ 43,118 | $ 2,291 | ||
Stock Option | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Share-based compensation arrangement by share-based payment award, award vesting period | 48 months | |||||
Aggregate intrinsic value of options exercised | $ 800 | $ 300 | ||||
Weighted average estimated fair value of options granted | $ / shares | $ 4.79 | $ 0.72 | ||||
Options, expiration period | 10 years | |||||
Stock-based compensation expense | $ 47,800 | |||||
Period for recognition of unrecognized compensation cost related to non-vested stock awards | 1 year 10 months 24 days | |||||
Restricted Stock Units (RSUs) | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Modification incremental compensation costs | $ 9,700 | |||||
Modification incremental compensation costs recognized | $ 8,400 | |||||
Restricted Stock Awards | Chairman And Chief Executive Officer | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Share-based compensation arrangement by share-based payment award, award vesting period | 15 months | |||||
Stock-based compensation expense | $ 26,200 | |||||
Restricted Stock Awards | Chairman And Chief Executive Officer | Upon Achievement Of Earn Out Targets | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock-based compensation expense | $ 5,100 | |||||
Minimum | Restricted Stock | Service Vesting Rights | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Share-based compensation arrangement by share-based payment award, award vesting period | 1 year | |||||
Maximum | Restricted Stock | Service Vesting Rights | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Share-based compensation arrangement by share-based payment award, award vesting period | 4 years | |||||
Two Thousand Fifteen Equity Incentive Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock - based compensation exercisable period | 10 years | 10 years | ||||
Two Thousand Fifteen Equity Incentive Plan | Minimum | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Share-based compensation arrangement by share-based payment award, award vesting period | 3 years | 3 years | ||||
Two Thousand Fifteen Equity Incentive Plan | Maximum | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Share-based compensation arrangement by share-based payment award, award vesting period | 5 years | 5 years | ||||
Two Thousand Twenty One Equity Incentive Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock - based compensation exercisable period | 10 years | 10 years | ||||
Total number of shares | shares | 30,000,000 | 30,000,000 | ||||
Due to failure to vest, additional shares added | shares | 12,800,000 | 12,760,600 | ||||
Number of shares available for grant | shares | 29,600,000 | 27,842,561 | ||||
Two Thousand Twenty One Equity Incentive Plan | Minimum | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Share-based compensation arrangement by share-based payment award, award vesting period | 1 year | 1 year | ||||
Two Thousand Twenty One Equity Incentive Plan | Maximum | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Share-based compensation arrangement by share-based payment award, award vesting period | 4 years | 4 years |
Stock-based Compensation - Sche
Stock-based Compensation - Schedule of Stock Options Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||||
Options outstanding, beginning balance | 10,027,094 | 7,883,087 | 7,738,866 | |
Options granted | 1,010 | 3,761,109 | 1,993,969 | |
Options exercised | (83,582) | (158,129) | (318,564) | |
Options cancelled | (744,907) | (1,458,973) | (1,531,184) | |
Options outstanding, ending balance | 9,199,615 | 10,027,094 | 7,883,087 | 7,738,866 |
Options exercisable | 5,296,422 | 5,176,464 | 5,063,856 | |
Options outstanding, weighted average exercise price, beginning balance | $ 3.28 | $ 0.59 | $ 0.49 | |
Options granted, weighted average exercise price | 9.81 | 7.93 | 1.24 | |
Options exercised, weighted average exercise price | 0.78 | 0.16 | 0.40 | |
Options cancelled, weighted average exercise price | 7.21 | 1.11 | 0.93 | |
Options outstanding, weighted average exercise price, ending balance | 2.99 | 3.28 | 0.59 | $ 0.49 |
Options exercisable, weighted average exercise price | $ 0.51 | $ 0.46 | $ 0.33 | |
Options outstanding, weighted average remaining contractual term | 6 years 9 months 18 days | 7 years 2 months 23 days | 6 years 9 months 29 days | 7 years 4 months 9 days |
Options exercisable, weighted average remaining contractual term | 5 years 1 month 6 days | 5 years 3 months 29 days | 5 years 9 months 10 days | |
Options outstanding, aggregate intrinsic value | $ 37,590 | $ 67,173 | $ 5,058 | $ 5,848 |
Options exercisable, aggregate intrinsic value | $ 32,547 | $ 49,268 | $ 4,592 |
Stock-based Compensation - Sc_2
Stock-based Compensation - Schedule of Fair Value of Option Grants (Details) | Jan. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||
Risk-free interest rate | 3.05% | 1.19% | 0.51% |
Expected term (in years) | 10 years | 6 years 29 days | 6 years 21 days |
Expected dividend yield | 0.00% | 0.00% | |
Expected volatility | 85.00% | 66.56% | 64.98% |
Stock-based Compensation - Summ
Stock-based Compensation - Summary of RSU Activity (Details) - Restricted Stock Units (RSUs) - $ / shares | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of shares, beginning balance | 1,797,474 | 901,217 | 1,454,642 | |||
Number of shares, granted | 408 | 932,123 | 384,692 | |||
Number of shares, released | (731,588) | (28,982) | ||||
Number of shares, cancelled | (222,746) | (6,884) | (938,117) | |||
Number of shares, ending balance | 843,548 | 1,797,474 | 901,217 | |||
Weighted average fair value, beginning balance | [1] | $ 8.34 | $ 8.78 | $ 8.78 | ||
Weighted average fair value, granted | 9.81 | 7.93 | [1] | 3.25 | [1] | |
Weighted average fair value, released | 8.78 | 8.78 | [1] | |||
Weighted average fair value, cancelled | 8.74 | 8.78 | [1] | 6.51 | [1] | |
Weighted average fair value, ending balance | $ 7.86 | $ 8.34 | [1] | $ 8.78 | [1] | |
[1] | W |
Stock-based Compensation - Su_2
Stock-based Compensation - Summary of RSAs Activity (Details) - Restricted Stock Awards - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of shares, beginning balance | 5,129,222 | |
Number of shares, granted | 5,129,222 | |
Number of shares, released | (1,282,305) | |
Number of shares, ending balance | 3,846,917 | 5,129,222 |
Weighted average fair value, beginning balance | $ 8.78 | |
Weighted average fair value, granted | $ 8.78 | |
Weighted average fair value, released | 8.78 | |
Weighted average fair value, ending balance | $ 8.78 | $ 8.78 |
Stock-based Compensation - Sc_3
Stock-based Compensation - Schedule of Stock Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 10,850 | $ 173 | $ 43,118 | $ 2,291 |
Cost of Revenue | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | 14 | 28 | 92 | 109 |
Research and Development | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | 155 | 61 | 446 | 249 |
Sales and Marketing | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | 132 | 10 | 814 | 45 |
General and Administrative | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 10,549 | $ 74 | $ 41,766 | $ 1,888 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | ||||
Net loss | $ (19,202) | $ (5,198) | $ (81,508) | $ (20,926) |
Net loss per share attributable to common stockholders: | ||||
Basic and diluted | 137,908,690 | 104,059,652 | 113,184,357 | 100,114,664 |
Basic and diluted | $ (0.14) | $ (0.05) | $ (0.72) | $ (0.21) |
Basic and diluted net loss per share | $ (0.14) | $ (0.05) | ||
Earn-outs, up to an aggregate | 62,564,533 | 13,457,486 | 65,628,258 | 10,066,610 |
Net Loss Per Share - Schedule_2
Net Loss Per Share - Schedule of Shares Excluded from Computation of Diluted Net Loss Per Share (Details) - shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Earn-outs, up to an aggregate | 62,564,533 | 13,457,486 | 65,628,258 | 10,066,610 |
Outstanding Warrants | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Earn-outs, up to an aggregate | 20,549,468 | 1,282,306 | ||
Restricted Stock Awards | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Earn-outs, up to an aggregate | 5,129,222 | |||
Outstanding Stock Options and Restricted Stock Units | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Earn-outs, up to an aggregate | 11,824,568 | 8,784,304 | ||
Outstanding Earnout Shares | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Earn-outs, up to an aggregate | 28,125,000 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2017 | |
Operating Loss Carryforwards [Line Items] | ||||||
Loss before provision for income taxes | $ (19,202) | $ (5,198) | $ (81,507) | $ (20,925) | ||
Valuation allowance | 35,476 | 15,151 | ||||
Change in valuation allowance | 20,300 | 5,300 | ||||
Research and development credit carryforward | 2,486 | 1,939 | ||||
Unrecognized tax benefits | 2,634 | 2,054 | $ 1,388 | |||
Net operating loss carryforwards | 22,393 | 12,838 | ||||
Provision for income taxes | $ 0 | $ 0 | 1 | 1 | ||
Federal [Member] | ||||||
Operating Loss Carryforwards [Line Items] | ||||||
Deferred tax assets, operating loss | 90,100 | 51,200 | $ 5,900 | |||
Research and development credit carryforward | 3,900 | 3,000 | ||||
Unrecognized tax benefits | 1,900 | |||||
State [Member] | ||||||
Operating Loss Carryforwards [Line Items] | ||||||
State net operating losses | 89,100 | 53,600 | ||||
Utah [Member] | ||||||
Operating Loss Carryforwards [Line Items] | ||||||
Deferred tax assets, operating loss | 88,800 | 53,500 | ||||
Research and development credit carryforward | 1,400 | 1,100 | ||||
Unrecognized tax benefits | 700 | $ 600 | ||||
Net operating loss carryforwards | 88,800 | |||||
Deferred tax assets, operating loss, carried forward indefinitely | $ 82,500 |
Income Taxes - Schedule of Prov
Income Taxes - Schedule of Provision for Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current: | ||||
State | $ (1) | $ (1) | ||
Total current | (1) | (1) | ||
Deferred: | ||||
Federal | (16,377) | (4,142) | ||
State | (3,948) | (1,144) | ||
Change in valuation allowance | 20,325 | 5,286 | ||
Total deferred | 0 | |||
Total provision for income taxes | $ 0 | $ 0 | $ (1) | $ (1) |
Income Taxes - Schedule of Stat
Income Taxes - Schedule of Statutory Federal Income Tax Rate to Income Before Taxes (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Statutory federal income tax rate | 21.00% | 21.00% |
State tax provision | 3.70% | 3.70% |
Change in valuation allowance | (24.90%) | (25.30%) |
Research credits | 0.70% | 3.00% |
Permanent differences | (0.30%) | (2.40%) |
Other | (0.20%) | |
Total provision for income taxes | 0.00% | 0.00% |
Income Taxes - Schedule of Net
Income Taxes - Schedule of Net Deferred Tax Asset (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Accrued expenses | $ 1,050 | $ 192 |
Stock compensation | 11,094 | 479 |
Research credits | 2,486 | 1,939 |
Net operating loss carryforwards | 22,393 | 12,838 |
Total gross deferred tax assets | 37,023 | 15,448 |
Less valuation allowance | (35,476) | (15,151) |
Total deferred tax assets | 1,547 | 297 |
Deferred tax liabilities: | ||
Property and equipment | (1,547) | (297) |
Total deferred tax liabilities | $ (1,547) | $ (297) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Beginning and Ending Amount of Valuation Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Valuation And Qualifying Accounts Disclosure [Line Items] | ||
Change in valuation allowance | $ 20,300 | $ 5,300 |
Valuation Allowance, Deferred Tax Asset | ||
Valuation And Qualifying Accounts Disclosure [Line Items] | ||
Valuation allowance at beginning of year | 15,151 | 9,865 |
Change in valuation allowance | 20,325 | 5,286 |
Valuation allowance at end of year | $ 35,476 | $ 15,151 |
Income Taxes - Reconciliation_2
Income Taxes - Reconciliation of Beginning and Ending Amounts of Unrecognized Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Unrecognized tax benefits at the beginning of year | $ 2,054 | $ 1,388 |
Gross increases – current year tax positions | 580 | 666 |
Unrecognized tax benefits at end of year | $ 2,634 | $ 2,054 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Thousands | Apr. 04, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Commitmentsand Contingencies Details [Line Items] | |||||
Loss contingency accrual | $ 500 | ||||
Operating Lease, Expense | $ 300 | $ 300 | 1,400 | $ 300 | |
Sales and marketing | 2,211 | $ 656 | $ 6,624 | $ 2,796 | |
Palantir Technologies | |||||
Commitmentsand Contingencies Details [Line Items] | |||||
Professional and contract services expense term | 6 years | ||||
Professional and contract services expense | $ 42,000 | ||||
Sales and marketing | 900 | ||||
Prepaid Expense, Current | $ 2,700 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Future Minimum Lease Payments under Noncancelable Operating Leases (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Commitments And Contingencies Disclosure [Abstract] | ||
2022 | $ 970 | $ 1,279 |
2023 | 1,323 | 970 |
2024 | 1,360 | 1,323 |
2025 | 1,397 | 1,360 |
2026 | 1,397 | |
2027 and thereafter | 9,919 | 9,919 |
Total | 15,930 | $ 16,248 |
2022 | $ 961 |
Commitments and Contingencies_3
Commitments and Contingencies - Schedule of Future Minimum Lease Payments under Noncancelable Capital Leases (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Commitments And Contingencies Disclosure [Abstract] | ||
2022 | $ 4 | $ 98 |
2023 | 4 | 4 |
2024 | 4 | |
Minimum lease payment including interest | 105 | 106 |
Amount representing interest | (3) | (4) |
Minimum lease payments excluding interest | 102 | 102 |
2022 | 97 | |
Minimum lease payments excluding interest | $ 102 | $ 102 |
Commitments and Contingencies_4
Commitments and Contingencies - Schedule of Unconditional Purchase Commitment (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Commitments And Contingencies Disclosure [Abstract] | ||
2022 | $ 8,000 | |
2023 | 8,000 | $ 8,000 |
2024 | 10,000 | 8,000 |
2025 | 10,000 | 10,000 |
2026 | 10,000 | |
Total | $ 36,000 | $ 36,000 |
Segment Information - Additiona
Segment Information - Additional Information (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022USD ($)Segment | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($)Segment | Dec. 31, 2020USD ($) | |
Segment Reporting Information [Line Items] | ||||
Number of reportable segment | 1 | 1 | ||
Number of operating segment | 1 | 1 | ||
Non-US | ||||
Segment Reporting Information [Line Items] | ||||
Revenue earned from customers | $ | $ 0 | $ 0 | $ 0 | $ 0 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Thousands | Apr. 04, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Feb. 16, 2021 |
Related Party Transactions Details [Line Items] | ||||||
Revenue, net | $ 743 | $ 1,799 | $ 5,075 | $ 8,813 | ||
Construction in Progress, Cost Capitalized | 800 | |||||
Delta Air Lines, INC. | ||||||
Related Party Transactions Details [Line Items] | ||||||
Revenue, net | 0 | $ 100 | ||||
Palantir Technologies | Software And Service | ||||||
Related Party Transactions Details [Line Items] | ||||||
Finite-Lived Intangible Asset, Contractual Useful Life | 6 years | |||||
Capitalized Computer Software, Net | $ 42,000 | |||||
Service expenses | $ 2,200 | |||||
Prepaid Expense | $ 3,600 | |||||
Sparks Marketing Corp. | Construction In Progress | ||||||
Related Party Transactions Details [Line Items] | ||||||
Revenue, net | $ 800 | |||||
Zepto | ||||||
Related Party Transactions Details [Line Items] | ||||||
Ownership percentage | 79.00% | |||||
Business Combination, Acquisition of Less than 100 Percent, Noncontrolling Interest, Fair Value | $ 200 | |||||
Chief Legal Officer | Zepto | ||||||
Related Party Transactions Details [Line Items] | ||||||
Participating Ownership Holding Percentage | 21.00% |
Employee Benefits - Additional
Employee Benefits - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Compensation And Retirement Disclosure [Abstract] | |||
Maximum defer net employment income percentage | 100.00% | 100.00% | 100.00% |
Accrued amount for employee contribution | $ 0 | $ 0 | $ 0 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - Subsequent Event - RE2, Inc. - USD ($) $ / shares in Units, shares in Millions, $ in Millions | Apr. 25, 2022 | Mar. 28, 2022 |
Subsequent Event [Line Items] | ||
Aggregate consideration amount | $ 100 | |
Cash consideration | $ 30 | 30 |
Number of shares of common stock to be issued | $ 70 | |
Common stock issued during acquisition | 10.8 | |
Common stock acquired | 3.9 | |
Maximum | ||
Subsequent Event [Line Items] | ||
Share price | $ 9 | |
Minimum | ||
Subsequent Event [Line Items] | ||
Share price | $ 5 |
Non-controlling Interest - Addi
Non-controlling Interest - Additional Information (Details) - USD ($) $ in Millions | Feb. 16, 2021 | Feb. 16, 2021 | Dec. 31, 2020 |
Minority Interest [Line Items] | |||
Acquired non controlling interest shares purchase price | $ 0.2 | $ 0.2 | |
Zepto | |||
Minority Interest [Line Items] | |||
Ownership percentage | 79.00% | ||
Non-controlling interest | 21.00% |