As filed with the Securities and Exchange Commission on November 15, 2022
Registration No. 333-260296
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 2 to
FORM S-1 ON FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
SARCOS TECHNOLOGY AND ROBOTICS CORPORATION
(Exact name of Registrant as specified in its charter)
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Delaware |
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85-2838301 |
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification Number) |
650 South 500 West, Suite 150
Salt Lake City, Utah 84101
(888) 927-7296
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Kiva Allgood
Chief Executive Officer
650 South 500 West, Suite 150
Salt Lake City, Utah 84101
(888) 927-7296
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
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Patrick Schultheis Michael Nordtvedt Wilson Sonsini Goodrich & Rosati, Professional Corporation 701 Fifth Avenue, Suite 5100 Seattle, Washington 98104 (206) 883-2500 |
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Stephen Sonne Chief Legal Officer 650 South 500 West, Suite 150 Salt Lake City, Utah 84101 (888) 927-7296 |
From time to time after the effective date of this registration statement.
(Approximate date of commencement of proposed sale to the public)
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer☐ |
Accelerated filer ☐ |
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Non-accelerated filer☒ |
Smaller reporting company☒ |
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Emerging growth company ☒ |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐ |
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The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission acting pursuant to said Section 8(a) may determine.
EXPLANATORY NOTE
On September 24, 2021 (the “Closing Date”), Rotor Acquisition Corp., a Delaware corporation (“Rotor”), now named Sarcos Technology and Robotics Corporation (unless specified otherwise, the “Company,” “we,” “us,” or “Sarcos”), and a special purpose acquisition company consummated the previously announced business combination (the “Business Combination”) pursuant to the terms of the Agreement and Plan of Merger, dated as of April 5, 2021 (the “Original Merger Agreement”), by and among the Company, Rotor Merger Sub Corp., a Delaware corporation and a direct, wholly-owned subsidiary of the Company (“Merger Sub”), and Sarcos Corp., a Utah corporation (“Old Sarcos”), and Amendment No. 1 to the Original Merger Agreement, 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 and a wholly-owned subsidiary of the Company.
On the Closing Date, we changed our name from Rotor Acquisition Corp. to Sarcos Technology and Robotics Corporation. Our common stock and warrants trade on The Nasdaq Global Market under the symbols “STRC” and “STRCW,” respectively.
On October 15, 2021, we filed a registration statement with the Securities and Exchange Commission (the “SEC”), on Form S-1 (File No. 333-260296) (the “Registration Statement”), which Registration Statement was declared effective by the SEC on October 21, 2021. The Registration Statement was filed to initially register:
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the resale from time to time by the selling securityholders named in the prospectus or their permitted transferees of (i) 22,000,000 shares of our common stock, par value $0.0001 per share (the “Common Stock”) issued in the PIPE Financing to certain of the selling securityholders, (ii) 139,375,699 shares of Common Stock issued or issuable to certain selling securityholders in connection with the Business Combination, (iii) 6,405,960 shares of Common Stock issued to certain selling securityholders in a private placement prior to and in connection with our predecessor’s initial public offering; (v) 6,749,468 warrants to purchase Common Stock and (vi) 6,749,468 shares of Common Stock underlying warrants; and |
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the issuance by us of 20,549,468 shares of Common Stock issuable upon the exercise of warrants. |
On March 29, 2022, we filed a post-effective amendment on Form S-1 (File No. 260296) (“Post-Effective Amendment No. 1”) to the Registration Statement, which was declared effective by the SEC on April 5, 2022, to: (i) include information from our Annual Report on Form 10-K for the year ended December 31, 2021; and (ii) update certain other information in the Registration Statement based on recent developments.
This post-effective amendment No. 2 to Form S-1 on Form S-3 (“Post-Effective Amendment No. 2”) is being filed to (i) convert the registration statement on Form S-1 into a registration statement on Form S-3 and (ii) update information regarding the selling securityholders.
No additional securities are being registered under this Post-Effective Amendment No. 2. All applicable registrations and filing fees were paid at the time of the filing of the Registration Statement.
The information in this prospectus is not complete and may be changed. The securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
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PRELIMINARY PROSPECTUS |
Subject to Completion |
November 15, 2022 |
Up to 156,791,216 Shares of Common Stock by the Selling Securityholders
Up to 6,743,113 Warrants to Purchase Common Stock by the Selling Securityholders
Up to 20,543,113 Shares of Common Stock Underlying Warrants
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This prospectus relates to the resale of (i) 20,521,541 shares of common stock, par value $0.0001 per share (the “Common Stock”), of Sarcos Technology and Robotics Corporation (the “Company”) issued in the PIPE Financing by certain of the selling securityholders, (ii) 123,120,602 shares of Common Stock issued or issuable to certain selling securityholders in connection with the Business Combination, (iii) 6,405,960 shares of Common Stock issued to certain security holders in a private placement prior to and in connection with our predecessor’s initial public offering; (v) 6,743,113 warrants to purchase Common Stock and (vi) 6,743,113 shares of Common Stock underlying warrants.
This prospectus also relates to the issuance by us of 20,543,113 shares of Common Stock issuable upon the exercise of warrants, in each case as further described herein. This prospectus also covers any additional securities that may become issuable by reason of stock splits, stock dividends or other similar transactions.
We are registering the offer and sale of these securities to satisfy certain registration rights we have granted. We will not receive any of the proceeds from the sale of the securities by the selling securityholders. With respect to shares of Common Stock underlying the warrants, we will not receive any proceeds from such shares except with respect to amounts received by us upon exercise of such warrants to the extent such warrants are exercised for cash. We will pay the expenses associated with registering the sales by the selling securityholders, as described in more detail in the section titled “Use of Proceeds” appearing elsewhere in this prospectus.
The selling securityholders may sell the securities described in this prospectus in a number of different ways and at varying prices. We provide more information about how the selling securityholders may sell their securities in the section titled “Plan of Distribution” appearing elsewhere in this prospectus.
The selling securityholders may sell any, all or none of the securities and we do not know when or in what amount the selling securityholders may sell their securities hereunder following the effective date of this registration statement.
Of the shares of Common Stock that may be offered or sold by selling securityholders identified in this prospectus, certain of our selling securityholders are subject to lock-up restrictions with respect to 71,625,771 of those shares pursuant to our bylaws and/or other agreements further described elsewhere in this prospectus or incorporated by reference in this prospectus.
Our Common Stock and warrants are listed on The Nasdaq Global Market, or Nasdaq, under the symbol “STRC” and “STRCW,” respectively. On November 14, 2022, the last quoted sale price for our Common Stock as reported on Nasdaq was $1.38.
We are an “emerging growth company,” as defined under the federal securities laws, and, as such, may elect to comply with certain reduced public company reporting requirements for future filings.
Investing in our securities involves a high degree of risk. Before buying any securities, you should carefully read the discussion of the risks of investing in our securities in the section titled “Risk Factors” beginning on page 12 of this prospectus and under similar headings in any amendments or supplements to this prospectus and the documents incorporated herein by reference.
Neither the Securities Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
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The date of this prospectus is , 2022.
TABLE OF CONTENTS
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This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission, or the SEC using the “shelf” registration process. Under this shelf registration process, we and the selling securityholders hereunder may, from time to time, offer and sell the securities described in this prospectus. We will not receive any proceeds from the sale by such selling securityholders of the securities offered by them described in this prospectus. With respect to shares of Common Stock underlying the warrants, we will not receive any proceeds from such shares except with respect to amounts received by us upon exercise of such warrants to the extent such warrants are exercised for cash.
Neither we nor the selling securityholders have authorized anyone to provide you with any information or to make any representations other than those contained in or incorporated by reference into this prospectus or any applicable prospectus supplement or any free writing prospectuses prepared by or on behalf of us or to which we have referred you. Neither we nor the selling securityholders take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. Neither we nor the selling securityholders will make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.
You should assume that the information appearing in this prospectus and the applicable prospectus supplement to this prospectus is accurate only as of the date on its respective cover and that any information incorporated by reference is accurate only as of the date of the document incorporated by reference unless we indicate otherwise. Our business, financial condition, results of operations and prospects may have changed since those dates.
We may also provide a prospectus supplement or post-effective amendment to the registration statement to add information to, or update or change information contained in, this prospectus. You should read both this prospectus and any applicable prospectus supplement or post-effective amendment to the registration statement together with the additional information to which we refer you in the section of this prospectus titled “Where You Can Find Additional Information” and “Incorporation by Reference.”
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Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our,” the “Company” and “Sarcos” refer to Sarcos Technology and Robotics Corporation, and where appropriate, our subsidiaries, the term “Old Sarcos” refers to Sarcos Corp. prior to the consummation of the Business Combination and the term “Rotor” refers to our predecessor company prior to the consummation of the Business Combination.
“BlackRock Holders” means, collectively, those certain funds managed by BlackRock that subscribed for Founder Shares and Private Placement Warrants in a private placement concurrent with the IPO.
“Business Combination” means the transactions contemplated by the Merger Agreement, including the merger of Rotor Merger Sub Corp. with and into Old Sarcos, with Old Sarcos continuing as the surviving corporation.
“Class A Common Stock” means the shares of Class A Common Stock, par value $0.0001 per share, of the Company prior to the Business Combination.
“Class B Common Stock” means the shares of Class B Common Stock, par value $0.0001 per share, of the Company prior to the Business Combination.
“Closing” means the closing of the Business Combination.
“Common Stock” means, prior to the consummation of the Business Combination, the Class A Common Stock and Class B Common Stock, and after the consummation of the Business Combination, the shares of common stock, par value $0.0001 per share, of the Company.
“Earn-Out Shares” means the 28,125,000 shares issuable to the Old Sarcos Stockholders subject to the terms and conditions of the Merger Agreement.
“Founder Shares” means the 6,900,000 shares of Rotor’s Class B Common Stock prior to the Closing. In connection with the Closing, a total of 494,040 Founder Shares were forfeited, and the remaining Founder Shares converted into Common Stock. Following the Closing, the Sponsor holds 5,672,168 shares of Common Stock, the BlackRock Holders hold 366,896 shares of Common Stock and the Millennium Holders hold 366,896 shares of Common Stock.
“IPO” means Rotor’s initial public offering, consummated on January 14, 2021, through the sale of 27,600,000 units (including 3,600,000 units sold pursuant to the underwriters’ exercise of their over-allotment option) at $10.00 per unit.
“Millennium Holders” means Riverview Group LLC and its affiliates.
“Old Sarcos Stockholders” means former holders of Old Sarcos capital stock, Old Sarcos Warrants and Old Sarcos restricted share awards.
“Old Sarcos Warrants” means the Warrants to purchase Class A Common Stock of Old Sarcos, $0.001 par value per share, all of which were net exercised immediately prior to the consummation of the Business Combination.
“Original Merger Agreement” means that certain Agreement and Plan of Merger, dated as of April 5, 2021, by and among Rotor, Rotor Merger Sub Corp. and Old Sarcos.
“PIPE Financing” means the private placement pursuant to which the PIPE Investors collectively subscribed for 22,000,000 shares of common stock at $10.00 per share, for an aggregate purchase price of $220,000,000.
“PIPE Investors” means certain institutional investors that invested in the PIPE Financing.
“Private Placement Warrants” means those Warrants issued to the Sponsor and the BlackRock Holders and Millennium Holders in a private placement on the IPO closing date.
“units” means one share of Class A Common Stock and one-half of one Public Warrant of Rotor, whereby each whole Public Warrant entitled the holder thereof to purchase one share of Class A Common Stock at an exercise price of
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$11.50 per share, sold in the IPO. All units were automatically separated into their constituent parts in connection with the Closing.
“Public Warrants” means the Warrants included in the units issued in the IPO, each of which is exercisable for one share of Common Stock, in accordance with its terms following the consummation of the Business Combination.
“Registration Rights Agreement” means the Registration Rights Agreement between Rotor, the Sponsor and certain Old Sarcos Stockholders.
“Rotor Restricted Stockholders” means those persons who held the 6,900,000 Founder Shares prior to the Closing. In connection with the Closing, a total of 494,040 Founder Shares were forfeited, and the remaining Founder Shares converted into Common Stock. Following the Closing, the Sponsor holds 5,672,168 shares of Common Stock, the BlackRock Holders hold 366,896 shares of Common Stock and the Millennium Holders hold 366,896 shares of Common Stock.
“Rotor-Sarcos, LLC” means an investment entity controlled by Mr. Finn and another member of the Sponsor who was neither an officer nor director of Rotor that acquired a minority equity investment in Old Sarcos in early 2020. Neither the Company, Rotor, the Sponsor, nor any directors or officers of the Company or Rotor other than Mr. Finn and Mr. Howard, have an investment or other interest in Rotor-Sarcos, LLC.
“Subscription Agreement” means the subscription agreements dated April 5, 2021, each entered into by Rotor and certain institutional investors, pursuant to which Rotor agreed to issue and sell, in the PIPE Financing that closed immediately prior to the Closing, an aggregate of 22,000,000 shares of Common Stock at $10.00 per share, for an aggregate purchase price of $220,000,000.
“Warrants” means the Public Warrants and Private Placement Warrants.
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This summary highlights information contained in greater detail elsewhere in this prospectus, or incorporated by reference in this prospectus. This summary is not complete and does not contain all of the information you should consider in making your investment decision. You should read the entire prospectus carefully before making an investment in our Common Stock or Warrants, including the matters set forth in the section of this prospectus titled “Risk Factors” and the financial statements and related notes and other information that we incorporate by reference herein, including our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q.
SARCOS TECHNOLOGY AND ROBOTICS CORPORATION
COMPANY OVERVIEW
We are a technology leader in industrial highly-dexterous mobile robotic systems for use in unstructured environments. Our mission is to increase worker productivity and longevity and prevent injuries through robotics. The robotic systems we are developing are designed to combine human intelligence, instinct, and judgment with the strength, endurance and precision of machines. Our core products are designed to augment, rather than replace, humans and include:
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Guardian XT. The Guardian XT is designed to be a highly dexterous teleoperated, mobile robotic system that performs intricate, and sometimes dangerous, tasks that require human-like dexterity. Based on the upper body of the Guardian XO, the Guardian XT is designed to be a one- or two-armed system that is platform-agnostic and attach to various mobile bases. We are also developing a variant of the Guardian XT for the U.S. military, the Guardian DX, for defense logistics and maintenance applications. |
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Sapien 6M. The Sapien 6M is a robotic system designed to provide human-like capabilities beyond traditional industrial arms and cooperative robots. The Sapien 6M can operate in both structured and unstructured environments, including outdoors in harsh weather and in constrained indoor settings, and features a high strength-to-weight ratio, precise control and dexterity, intuitive human-robot control interfaces, outdoor computer vision and autonomy capabilities. |
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Guardian XO. The Guardian XO is a full-body powered exoskeleton designed to augment user strength, endurance and precision without materially restricting freedom of movement. The Guardian XO is intended to enhance productivity, mitigate worker fatigue, reduce the risk of workplace injuries, and democratize the labor force by augmenting the capabilities of individuals otherwise physically unable to perform the required tasks. |
BACKGROUND
On September 24, 2021, or the Closing Date, the Business Combination between the Company and Old Sarcos was effected through the merger of Rotor Merger Sub Corp. with and into Old Sarcos, with Old Sarcos continuing as the surviving corporation and a wholly-owned subsidiary of the Company. At the Closing, Rotor changed its name to Sarcos Technology and Robotics Corporation. As of the open of trading on September 27, 2021, the Common Stock and Warrants, or the Securities, ceased trading on the New York Stock Exchange and began trading on the Nasdaq Global Market, or Nasdaq, as “STRC” and “STRCW,” respectively.
EMERGING GROWTH COMPANY AND SMALLER REPORTING COMPANY
We are currently an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities
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less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.
In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.
We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of the IPO, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Common Stock held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” have the meaning associated with it in the JOBS Act.
We are also currently a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company if either (i) the market value of our common stock held by non-affiliates is less than $250 million as of June 30 in the most recently completed fiscal year, or (ii) our annual revenues are less than $100 million during the most recently completed fiscal year and the market value of our common stock held by non-affiliates is less than $700 million as of June 30 in the most recently completed fiscal year.
TRADEMARKS AND SERVICE MARKS
We use Sarcos, Guardian, Guardian S, Guardian XT, Guardian XO, XO, Sensuit, CYTAR and other marks as trademarks in the United States and other countries. This prospectus contains references to our trademarks and service marks and to those belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus, including logos, artwork and other visual displays, may appear without the ® or TM symbols, but such references are not intended to indicate in any way that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names. We do not intend the use or display of other entities’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other entity.
ADDITIONAL INFORMATION
Our principal executive offices are located at 650 South 500 West, Suite 150, Salt Lake City, Utah, 84101, and our telephone number is 888-927-7296. Our website address is www.sarcos.com. The information on, or that can be accessed through, our website is not part of this prospectus, and you should not consider information contained on our website in deciding whether to purchase shares of our Common Stock or Warrants. We have included our website address in this prospectus solely as an inactive textual reference.
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Issuer |
Sarcos Technology and Robotics Corporation (f/k/a Rotor Acquisition Corp.) |
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Issuance of Common Stock |
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Shares of Common stock to be issued |
An aggregate of 20,543,113 shares of Common Stock issuable upon the exercise of Warrants. The offer and sale of shares were initially registered in our Registration Statement and no new shares are being registered hereunder. |
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Shares of Common Stock outstanding prior to the exercise of all Warrants |
154,639,416 shares of Common Stock as of September 30, 2022. |
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Resale of Common Stock and Warrants |
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Shares of Common Stock offered by the selling securityholders |
An aggregate of 156,791,216 shares of Common Stock consisting of: •20,521,541 shares issued in the PIPE Financing. •93,148,916 shares issued in connection with the Business Combination. •6,405,960 shares issued in a private placement prior to and in connection with the IPO. •1,282,306 restricted stock awards issued in connection with the Business Combination. •336,485 shares issuable upon the vesting and settlement of certain options issued in connection with the Business Combination. •327,843 shares issuable upon the exercise of certain restricted stock unit awards issued in connection with the Business Combination. •28,025,052 Earn-Out Shares. •6,743,113 shares issuable upon the exercise of Private Placement Warrants. The offer and sale of these shares were initially registered in our Registration Statement and no new shares are being registered hereunder. |
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Warrants offered by the selling securityholders |
6,743,113 Warrants The offer and sale of these Warrants were initially registered in our Registration Statement and no new warrants are being registered hereunder. |
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Exercise price |
$11.50 per share, subject to adjustment as described herein |
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Use of Proceeds |
We will not receive any proceeds from the sale of shares of our Common Stock offered by the selling securityholders under this prospectus. With respect to shares of Common Stock underlying the Warrants, we will not receive any proceeds from such shares except with respect to amounts received by us upon exercise of such Warrants to the extent such Warrants are exercised for cash. We will receive approximately $236.3 million in proceeds assuming all warrants are exercised for cash. We expect to use the net proceeds, if any, from the exercise of the Warrants for general corporate purposes. See the section of this prospectus titled “Use of Proceeds” appearing elsewhere in this prospectus for more information. |
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Dividend Policy |
We have not paid any cash dividends on the Common Stock to date. We may retain future earnings, if any, for future operations, expansion and debt repayment or other general corporation purposes, including strategic investments or acquisitions, and have no current plans to pay cash dividends for the foreseeable future. |
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Risk Factors |
See the section titled “Risk Factors” and other information included or incorporated by reference in this prospectus for a discussion of factors that you should consider carefully before deciding to invest in our Common Stock or Warrants. |
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Nasdaq symbol |
“STRC” and “STRCW” for our Common Stock and Warrants, respectively. |
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Lock-Up Restrictions |
Of the shares of Common Stock that may be offered or sold by selling securityholders identified in this prospectus, certain of our selling securityholders are subject to lock-up restrictions with respect to 71,625,771 of those shares pursuant to our bylaws and/or other agreements that are further described elsewhere in this prospectus or documents incorporated by reference in this prospectus. |
The number of shares of Common Stock outstanding is based on 154,639,416 shares of Common Stock as of September 30, 2022 and excludes the following, in each case as of September 30, 2022:
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5,679,407 shares of our Common Stock issuable upon the exercise of outstanding options under the Sarcos 2015 Equity Incentive Plan, as amended, or the 2015 Plan, which were assumed by us in connection with the Business Combination, with a weighted average exercise price per share of $2.52; |
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127,351 shares of our Common Stock underlying restricted stock units under the 2015 Plan, which were assumed by the Company in connection with the Business Combination; |
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25,991,178 shares of our Common Stock reserved for future issuance under the Sarcos Technology and Robotics Corporation 2021 Equity Incentive Plan, or the 2021 Plan; |
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3,854,641 shares of our Common Stock issuable upon the exercise of outstanding options under the 2021 Plan, with a weighted average exercise price per share of $5.49; |
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3,085,212 shares of our Common Stock underlying restricted stock units outstanding under the 2021 Plan; |
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4,223 shares of our Common Stock issuable upon the exercise of outstanding options under the RE2, Inc. 2005 Stock Option Plan Amended and Restated (5-7-07), or the RE2 2005 Plan, with a weighted average exercise price of $0.50 per share and 3,708,616 shares of our Common stock issuable upon the exercise of |
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outstanding options under the RE2, Inc. Stock Incentive Plan of 2014, or the RE2 2014 Plan, with a weighted average exercise price of $1.04 per share, all of which were assumed by us in connection with our acquisition of RE2; and |
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3,000,000 shares of our Common Stock reserved for issuance under our the Sarcos Technology and Robotics Corporation 2021 Employee Stock Purchase Plan. |
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Investing in our Securities involves a high degree of risk. You should consider carefully the risks and uncertainties described below, together with all of the other information contained in or incorporated by reference in this prospectus, including our consolidated financial statements and related notes, before deciding to invest in our securities. The following is a summary of the principal risks and uncertainties we face that, if they actually occur, could materially and adversely affect our business, operating results, financial condition and prospects, all of which are more fully described in the section of this prospectus titled “Risk Factors.” In that event, the market price of our Securities could decline, and you could lose part or all of your investment.
This summary is not complete and the risks and uncertainties summarized below are not the only risks we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business or results of operations. You should review and consider carefully the risks and uncertainties described in more detail in the “Risk Factors” section, and should not rely upon the following as an exhaustive summary of the material risks facing our business.
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We are an early stage company with a history of losses, and expect to incur significant expenses for the foreseeable future. |
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If we fail to effectively manage our growth, we may not be able to design, develop, manufacture, market and launch our robotic systems successfully. |
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The success of our acquisition of RE2, Inc. is subject to numerous risks and uncertainties, including integration risks. |
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Our operating and financial projections rely on management assumptions and analyses. If these assumptions or analyses prove to be incorrect, our actual operating results may be materially different from our forecasted results. |
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Initial production of commercial units of our Guardian XT and Guardian XO products may be delayed beyond our current expectations and therefore initial delivery to customers and receipt of anticipated revenue could be delayed. |
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We are dependent on our suppliers, some of which are currently single, sole or limited source suppliers, and any inability of these suppliers to deliver necessary components of our products at the prices, volumes, performance, timing and specifications acceptable to us, could have a material adverse effect on our business, prospects, financial condition and operating results. We have not yet identified all of the suppliers that we are likely to rely on to support any future commercialization of our core products. |
|
|
• |
We have very limited experience commercializing our products and may not be able to do so efficiently or effectively. |
|
|
• |
Our business plans require a significant amount of capital. Our future capital needs may require us to sell additional equity or debt securities that may dilute our stockholders or introduce covenants that may restrict our operations or our ability to pay dividends. |
|
|
• |
Our core products represent a new product category, and important assumptions about market demand, pricing, adoption rates and sales cycles, for our current and future products may be inaccurate. |
|
|
• |
With many of our products still under development, we have limited current customers and no binding orders for the commercial versions of our core products, the Guardian XT, Sapien 6M and Guardian XO, and expected customer trials and discussions with respect to those products may not result in binding orders or subscriptions. |
|
|
• |
Even if we successfully market our products, the purchase or subscription, adoption and use of the products may be materially and negatively impacted if the employees of our customers resist the use and adoption of the products. |
|
|
• |
Our Robot-as-a-Service, or RaaS, subscription model has yet to be tested and may fail to gain commercial acceptance. |
|
|
• |
If we are successful in commercializing our products, our revenue will be concentrated in a limited number of models for the foreseeable future. |
|
|
• |
The benefits to customers of our products could be supplanted by other technologies or solutions or competitors' products that utilize similar technology to ours in a more effective way. |
10
|
|
• |
Design flaws, defects, glitches or malfunctions in our products or the software that operates them, failure of our products to perform as expected, connectivity issues or user errors, can result in product recalls, lower than expected return on investment for customers, harm to users and significant safety concerns, each of which could materially and adversely affect our results of operations, financial condition or reputation. |
|
|
• |
We have no experience maintaining or servicing our products at a large scale. |
|
|
• |
Our ability to develop and manufacture products of sufficient quality on schedule and on a large scale is unproven, and delays in the design, production and launch of our products could harm our business, prospects, financial condition and operating results. |
|
|
• |
We are or may be subject to risks associated with strategic alliances or acquisitions and may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, in the future. |
|
|
• |
We are highly dependent on the services of our senior management and other key employees and, if we are unable to attract and retain a sufficient number of qualified employees, our ability to design, manufacture and launch our products, operate our business and compete could be harmed. |
|
|
• |
Our management as a group has limited experience in operating a publicly-traded company. |
|
|
• |
Ongoing impacts from COVID-19 or another pandemic, epidemic or outbreak of an infectious disease may materially and adversely impact our business, prospects, financial condition and operating results. |
|
|
• |
We may experience significant delays in the design, development, production and launch of our robotic systems, which could harm our business, prospects, financial condition and operating results. |
|
|
• |
Our business and prospects depend significantly on our ability to build our brands. We may not succeed in continuing to establish, maintain and strengthen our brands, and our brands and reputation could be harmed by negative publicity regarding us or our products. |
|
|
• |
If we are unable to contract with a third-party manufacturing partner, we would need to develop our own manufacturing facilities, which may not be feasible and, if feasible, would significantly increase our capital expenditures and operating expenditures, and would significantly delay or inhibit production of our robotic systems. |
|
|
• |
We operate in a competitive industry that is subject to rapid technological change, and we expect competition to increase. |
|
|
• |
Our financial results may vary significantly from period to period due to fluctuations in our operating costs, product demand and other factors. |
|
|
• |
If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results. |
|
|
• |
We expect to incur substantial research and development costs and devote significant resources to identifying and commercializing new products, which could significantly reduce our profitability and may never result in revenue. |
|
|
• |
Our success depends in part on our ability to obtain and maintain protection for the intellectual property relating to or incorporated into our products. |
|
|
• |
We may not be able to protect our intellectual property rights in all countries. |
|
|
• |
We may be subject to intellectual property infringement claims or misappropriation claims, which may be time consuming and expensive and, if adversely determined, could limit our ability to commercialize our products. |
11
An investment in our Securities involves a high degree of risk. In addition to the risk and uncertainties described in the section titled “Cautionary Note Regarding Forward-Looking Statements,” you should consider carefully the risks and uncertainties incorporated by reference to our most recent Annual Report on Form 10-K, any subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, and all other information contained in or incorporated by reference into this prospectus, as updated by our subsequent filings under the Exchange Act, or the Securities Exchange Act of 1934, as amended, and the risk factors and other information contained in any applicable prospectus supplement before acquiring any of such securities. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business or results of operations. The occurrence of any of these risks might cause you to lose all or part of your investment in the offered securities.
12
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this prospectus and the documents incorporated by reference herein constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements relate to expectations for future financial performance, business strategies or expectations for our business. Specifically, forward-looking statements may include statements relating to:
|
|
• |
our ability to successfully integrate RE2 and achieve the expected benefits of the acquisition; |
|
|
• |
our ability to sell or obtain RaaS subscriptions for our products; |
|
|
• |
our product roadmap, including the expected timing of product releases; |
|
|
• |
our ability to manage and overcome supply chain challenges, including increases in the cost of and interruptions in the supply or availability of components, parts and materials; |
|
|
• |
our ability to attract and retain qualified personnel with the necessary experience; |
|
|
• |
our ability to introduce new products that meet our customers’ requirements and to successfully transition to high volume manufacturing of our products by third-party manufacturers or by us; |
|
|
• |
our projected financial and operating information; |
|
|
• |
our future financial performance; |
|
|
• |
future capital requirements and sources and uses of cash; |
|
|
• |
competition from existing or future businesses and technologies; |
|
|
• |
the impact of the COVID-19 pandemic and global economic and geopolitical conditions on our business and the business of our customers; |
|
|
• |
our ability to manage our growth and expenses; |
|
|
• |
our ability to maintain, protect and enhance our intellectual property; |
|
|
• |
our ability to comply with modified or new laws and regulations applicable to our business; |
|
|
• |
changes in the market for our products and services; |
|
|
• |
expansion plans and opportunities, including plans to expand our product availability globally; |
|
|
• |
our ability to successfully defend, and the outcome of any known and unknown litigation and regulatory proceedings; |
|
|
• |
our ability to maintain and protect our brand; and |
|
|
• |
other statements preceded by, followed by or that include the words “may,” “can,” “should,” “will,” “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “target” or similar expressions. |
These forward-looking statements are based on information available as of the date of this prospectus and our management’s current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and, in any event, you should not place undue reliance on these forward-looking statements. We do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
13
These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include those factors described in the section of this prospectus titled “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Our Risk Factors are not guarantees that no such conditions exist as of the date of this prospectus and should not be interpreted as an affirmative statement that such risks or conditions have not materialized, in whole or in part. We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.
This prospectus, any prospectus supplement and the documents incorporated by reference in this prospectus may also contain market data that we obtain from industry sources. These sources do not guarantee the accuracy or completeness of the information. Although we believe that our industry sources are reliable, we do not independently verify the information. The market data may include projections that are based on a number of other projections. While we believe these assumptions to be reasonable as of the date of this prospectus, actual results may differ from the projections.
You should read this prospectus and any prospectus supplement and the documents that we reference herein and therein and have filed as exhibits to the registration statement of which this prospectus is a part and the documents incorporated by reference, completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of the forward-looking statements in this prospectus and any prospectus supplement and the documents that we reference herein and therein by these cautionary statements.
14
All of the Securities offered by the selling securityholders pursuant to this prospectus will be sold by the selling securityholders for their respective accounts. We will not receive any of the proceeds from the sale of the Securities hereunder. With respect to the registration of all shares of Common Stock and Warrants offered by the selling securityholders pursuant to this prospectus, the selling securityholders will pay any underwriting discounts and commissions and expenses incurred by them for brokerage, accounting, tax or legal services or any other expenses incurred by them in disposing of the Securities.
We will receive an aggregate of approximately $236.3 million from the exercise of the Warrants assuming the exercise in full of all of the Warrants for cash. We expect to use the net proceeds, if any, from the exercise of the Warrants for general corporate purposes. There is no assurance that the holders of the Warrants will elect to exercise any or all of such Warrants. The amount of cash we would receive from the exercise of Warrants will decrease to the extent that Warrants are exercised on a “cashless” basis.
15
This prospectus relates to the resale by the selling securityholders from time to time of up to an aggregate of 6,743,113 Private Placement Warrants and up to an aggregate of 156,791,216 shares of Common Stock, consisting of up to an aggregate of
|
|
• |
20,521,541 shares of our Common Stock that were issued to the PIPE Investors in the PIPE Financing; |
|
|
• |
93,148,916 shares of Common Stock issued in connection with the Business Combination; |
|
|
• |
1,282,306 shares of Common Stock underlying certain restricted stock awards issued in connection with the Business Combination; |
|
|
• |
336,485 shares of Common Stock issuable upon the exercise of certain options issued in connection with the Business Combination; |
|
|
• |
327,843 shares of Common Stock underlying certain restricted stock units issued in connection with the Business Combination; |
|
|
• |
28,025,052 Earn-Out Shares; |
|
|
• |
6,405,960 shares of Common Stock resulting from the conversion of Founder Shares in connection with the Business Combination; and |
|
|
• |
6,743,113 shares of Common Stock issuable upon the exercise of the Private Placement Warrants. |
The selling securityholders may from time to time offer and sell any or all of the shares of Common Stock or Warrants set forth below pursuant to this prospectus and any accompanying prospectus supplement. When we refer to the “selling securityholders” in this prospectus, we mean the persons listed in the table below and their permitted transferees who later come to hold any of the selling securityholders’ interest in the Common Stock or Warrants in accordance with the terms of the applicable agreements governing their respective registration rights, other than through a public sale.
The following table is prepared based on information provided to us by the selling securityholders as of October 31, 2022. It sets forth the names of the selling securityholders, the aggregate number of shares of Common Stock and Warrants beneficially owned by the selling securityholders, the aggregate number of shares of Common Stock and Warrants that the selling securityholders may offer pursuant to this prospectus and the number of shares of Common Stock and Warrants that would be beneficially owned by the selling securityholders after the sale of the shares of Common Stock and Warrants offered hereby assuming that the selling securityholders sell all of the shares of Common Stock and Warrants covered by this prospectus. The percentage of beneficial ownership after the offered shares of Common Stock and Warrants are sold is calculated based on 154,640,766 shares of Common Stock and 20,549,453 Warrants outstanding as of October 31, 2022.
We have determined beneficial ownership in accordance with the rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Unless otherwise indicated below, to our knowledge, the persons and entities named in the tables have sole voting and sole investment power with respect to the shares of Common Stock set forth below, subject to community property laws where applicable.
We cannot advise you as to whether the selling securityholders will in fact sell any or all of such Common Stock or Warrants. In addition, the selling securityholders may sell, transfer or otherwise dispose of, at any time and from time to time, the Common Stock or Warrants in transactions exempt from the registration requirements of the Securities Act after the date of this prospectus. For purposes of this table, we have assumed that the selling securityholders will have sold all of the shares of Common Stock or Warrants covered by this prospectus upon the completion of the offering.
Selling securityholder information for each additional selling securityholder, if any, will be set forth by a prospectus supplement to the extent required prior to the time of any offer or sale of such selling securityholder’s shares pursuant to this prospectus. Any prospectus supplement may add, update, substitute, or change the information contained in this prospectus, including the identity of each selling securityholder and the number of shares registered on its behalf. A selling securityholder may sell or otherwise transfer all, some or none of such shares in this offering. See “Plan of Distribution.”
16
Selling Securityholders
|
Selling Securityholder |
|
Shares of Class A Common Stock Beneficially Owned Prior to Offering |
|
Private Placement Warrants Beneficially Owned Prior to Offering |
|
Shares of Class A Common Stock Offered |
|
Private Placement Warrants Offered |
|
Shares of Class A Common Stock Beneficially Owned After the Offered Shares are Sold |
|
% |
|
Private Placement Warrants Beneficially Owned After the Offered Private Placement Warrants are Sold |
|
% |
|
PIPE Investors |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adebayo & Amelia Ogunlesi (JTWROS) (1) |
|
503,252 |
|
— |
|
503,525 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Benvolio Ventures LLC – Series Sarcos II (2) |
|
100,000 |
|
— |
|
100,000 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
BlackRock, Inc. (3) |
|
16,905,357 |
|
389,392 |
|
15,756,288 |
|
389,392 |
|
1,149,069 |
|
0.74% |
|
— |
|
— |
|
Caterpillar Venture Capital Inc. (4) |
|
7,747,915 |
|
— |
|
7,747,915 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
David G. Heller Investment Trust (5) |
|
30,000 |
|
— |
|
30,000 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Flow State Group II (6) |
|
57,500 |
|
— |
|
57,500 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
FRB Trust II (7) |
|
25,000 |
|
— |
|
25,000 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Iridian Eagle Fund, LP (8) |
|
100,000 |
|
— |
|
100,000 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Barry S. Sternlicht (9) |
|
500,000 |
|
— |
|
500,000 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
John D. Howard (10) |
|
675,200 |
|
— |
|
675,200 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Jon Blattmachr (11) |
|
25,000 |
|
— |
|
25,000 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Kyle Veenstra (12) |
|
25,000 |
|
— |
|
25,000 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
The Lauren Belfer 2020 GST Trust (13) |
|
10,000 |
|
— |
|
10,000 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Louis Kreisberg (14) |
|
372,095 |
|
— |
|
372,095 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Mare’s Leg Capital, LLC (15) |
|
13,512,052 |
|
— |
|
13,512,052 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Marstar Investments LLC (16) |
|
884,391 |
|
— |
|
884,391 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
MFP Partners, L.P. (17) |
|
1,178,742 |
|
— |
|
1,000,000 |
|
— |
|
178,742 |
|
0.12% |
|
— |
|
— |
|
Michael C. Buenzow (18) |
|
90,529 |
|
— |
|
90,529 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Midland Trust (Stamborski) (19) |
|
50,000 |
|
— |
|
50,000 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Entities affiliated with Millennium Management LLC (20) |
|
2,577,979 |
|
383,037 |
|
1,604,620 |
|
383,037 |
|
973,359 |
|
0.63% |
|
— |
|
— |
|
Monsees Living Trust (Separate Property) (21) |
|
100,441 |
|
— |
|
100,441 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Monsees Living Trust (Community Property) (22) |
|
25,000 |
|
— |
|
25,000 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
MTMF Ventures II, LLC (23) |
|
80,353 |
|
— |
|
80,353 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Nicholas Monsees (24) |
|
35,088 |
|
— |
|
35,088 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
The Ogunlesi 2011 Investment Trust (25) |
|
503,525 |
|
— |
|
503,525 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Old Blue and Green Associates LLC (26) |
|
55,353 |
|
— |
|
55,353 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Palantir Technologies Inc. (27) |
|
1,071,541 |
|
— |
|
1,071,541 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Philip Beck (28) |
|
75,441 |
|
— |
|
75,441 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Schlumberger Technology Corporation (29) |
|
9,940,744 |
|
— |
|
9,940,744 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Scoby Investments, LLC (30) |
|
17,500 |
|
— |
|
17,500 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Stefan Selig (31) |
|
25,000 |
|
— |
|
25,000 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Vernal Bay Capital Group, LLC (32) |
|
250,000 |
|
— |
|
250,000 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Walleye Opportunities Master Fund Ltd. (33) |
|
150,000 |
|
— |
|
150,000 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Weibling Living Trust (34) |
|
2,824,927 |
|
— |
|
2,824,927 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Weisman Family Associates, LLC (35) |
|
71,761 |
|
— |
|
71,761 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
YK Family Art LLC (36) |
|
10,000 |
|
— |
|
10,000 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Other Holders of Former Founder Shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rotor Sponsor, LLC (37) |
|
11,642,852 |
|
5,970,684 |
|
11,642,852 |
|
5,970,684 |
|
— |
|
— |
|
— |
|
— |
|
Other Former Sarcos Holders |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ACJH LLC (38) |
|
1,137,094 |
|
— |
|
1,137,094 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Andrew Langsam and Robin Langsam (39) |
|
56,849 |
|
— |
|
56,849 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Andrew Whittaker (40) |
|
142,139 |
|
— |
|
142,139 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Art Mahoney (41) |
|
9,180 |
|
— |
|
9,180 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Ashley Guinan (42) |
|
13,304 |
|
— |
|
13,304 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Benjamin Wolff (43) |
|
5,216,458 |
|
— |
|
5,216,458 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Blue Marlin AB (44) |
|
67,666 |
|
— |
|
67,666 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Brad Kell (45) |
|
56,334 |
|
— |
|
56,334 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Brian Klein (46) |
|
284,265 |
|
— |
|
284,265 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Bryan Rutberg (47) |
|
67,666 |
|
— |
|
67,666 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Cameron Falkenburg (48) |
|
23,235 |
|
— |
|
23,235 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Carol Marsh (49) |
|
9,742 |
|
— |
|
9,742 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Carrie Misleh (50) |
|
9,655 |
|
— |
|
9,655 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
CCP/Sarcos, L.P. (51) |
|
3,566,756 |
|
— |
|
3,566,756 |
|
— |
|
— |
|
— |
|
— |
|
— |
17
|
Selling Securityholder |
|
Shares of Class A Common Stock Beneficially Owned Prior to Offering |
|
Private Placement Warrants Beneficially Owned Prior to Offering |
|
Shares of Class A Common Stock Offered |
|
Private Placement Warrants Offered |
|
Shares of Class A Common Stock Beneficially Owned After the Offered Shares are Sold |
|
% |
|
Private Placement Warrants Beneficially Owned After the Offered Private Placement Warrants are Sold |
|
% |
|
Chris Beaufait (52) |
|
255,038 |
|
— |
|
255,038 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Chris Stuart Beaufait and Fung Yun Bernice Cheng (53) |
|
67,666 |
|
— |
|
67,666 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Clear Stream Advisors, LLC (54) |
|
219,483 |
|
— |
|
219,483 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Darwin Mitchel Hanks (55) |
|
16,095 |
|
— |
|
16,095 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Delta Air Lines, Inc. (56) |
|
2,842,723 |
|
— |
|
2,842,723 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Dennis Weibling (57) |
|
888,840 |
|
— |
|
888,840 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
DIG Investments XVIII AB (58) |
|
8,583,613 |
|
— |
|
8,583,613 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Dusty Argyle (59) |
|
6,142 |
|
— |
|
6,142 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Edward Lee (60) |
|
110,208 |
|
— |
|
110,208 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Elevation Capital Holdings, LLC (61) |
|
28,423 |
|
— |
|
28,423 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Ellen Davenport (62) |
|
29,646 |
|
— |
|
29,646 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Evan Brown (63) |
|
256 |
|
— |
|
256 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
F-CO Management LLC (64) |
|
303,105 |
|
— |
|
303,105 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Ferheen Mahomed (65) |
|
73,474 |
|
— |
|
73,474 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Fraser Smith (66) |
|
17,376,725 |
|
— |
|
17,376,725 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
GE Ventures LLC (67) |
|
5,346,022 |
|
— |
|
5,346,022 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Glenn E. Colvin Jr. (68) |
|
97,584 |
|
— |
|
97,584 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
IAG Fund II, LP (69) |
|
1,026,227 |
|
— |
|
1,026,227 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
James Michael Johnston and Marybeth Johnston (70) |
|
284,265 |
|
— |
|
284,265 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Jason Wicklund (71) |
|
3,472 |
|
— |
|
3,472 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Jennifer Doogan (72) |
|
78,463 |
|
— |
|
78,463 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Jim Hansen (73) |
|
32,190 |
|
— |
|
32,190 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Jonas Adler (74) |
|
6,139 |
|
— |
|
6,139 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Karma Sok-Choekore (75) |
|
4,055 |
|
— |
|
4,055 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Kathryn Ludlow (76) |
|
152,940 |
|
— |
|
152,940 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Kendra Kamholtz (77) |
|
27,361 |
|
— |
|
27,361 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Kristi Craft-Martindale (78) |
|
48,331 |
|
— |
|
48,331 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Kyle Myers (79) |
|
2,086 |
|
— |
|
2,086 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Lawrence R. Stevens (80) |
|
102,661 |
|
— |
|
102,661 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Lisandro Leon (81) |
|
650 |
|
— |
|
650 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Marc Olivier (82) |
|
18,055,290 |
|
— |
|
18,055,290 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Mark Gerberding (83) |
|
2,573 |
|
— |
|
2,573 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Melinda Sirstins (84) |
|
7,478 |
|
— |
|
7,478 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Michael F. Price (85) |
|
284,265 |
|
— |
|
284,265 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Michael Louviere (86) |
|
9,348 |
|
— |
|
9,348 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Microsoft Global Finance (87) |
|
842,588 |
|
— |
|
842,588 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Miranda Leung (88) |
|
144,756 |
|
— |
|
144,756 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Preston Woo (89) |
|
321,917 |
|
— |
|
321,917 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Raptor Holdco LLC (90) |
|
847,250 |
|
— |
|
847,250 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Richard Lyons (91) |
|
8,047 |
|
— |
|
8,047 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Robert Mechaley (92) |
|
25,481 |
|
— |
|
25,481 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Robotic ODM Investment PTE. LTD (93) |
|
126,596 |
|
— |
|
126,596 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Rotor-Sarcos, LLC (94) |
|
6,769,037 |
|
— |
|
6,769,037 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Sarcos WDF LLC (95) |
|
1,770,888 |
|
— |
|
1,770,888 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Sarcos WDF Series C, LLC (96) |
|
34,680 |
|
— |
|
34,680 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Scott Hopper (97) |
|
121,429 |
|
— |
|
121,429 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Sidney King (98) |
|
5,606 |
|
— |
|
5,606 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Steven Finn (99) |
|
36,729 |
|
— |
|
36,729 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Steven Hansen (100) |
|
21,302 |
|
— |
|
21,302 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Troy Arbuckle (101) |
|
16,095 |
|
— |
|
16,095 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Vivek Vijayaraghavan (102) |
|
32,800 |
|
— |
|
32,800 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
WISE Ventures Sarcos SPV, LLC (103) |
|
1,922,460 |
|
— |
|
1,922,460 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Other Sarcos Holders |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
Andrew Belfer (104) |
|
40,353 |
|
— |
|
40,353 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
ARJI Sarcos Holdings LLC (105) |
|
50,441 |
|
— |
|
50,441 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Benvolio Ventures LLC - Series Sarcos (106) |
|
50,441 |
|
— |
|
50,441 |
|
— |
|
— |
|
— |
|
— |
|
— |
18
|
Selling Securityholder |
|
Shares of Class A Common Stock Beneficially Owned Prior to Offering |
|
Private Placement Warrants Beneficially Owned Prior to Offering |
|
Shares of Class A Common Stock Offered |
|
Private Placement Warrants Offered |
|
Shares of Class A Common Stock Beneficially Owned After the Offered Shares are Sold |
|
% |
|
Private Placement Warrants Beneficially Owned After the Offered Private Placement Warrants are Sold |
|
% |
|
Betsy M. Blattmachr 2011 Trust II (107) |
|
46,405 |
|
— |
|
46,405 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Charles Dunne (108) |
|
3,502 |
|
— |
|
3,502 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Charles Pieper (109) |
|
71,155 |
|
— |
|
71,155 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Colin Taylor (110) |
|
46,405 |
|
— |
|
46,405 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Corrival Trust (111) |
|
793,345 |
|
— |
|
793,345 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
David R. May Decl of Trust dtd 4/29/93 (112) |
|
1,752 |
|
— |
|
1,752 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
FRB II Trust dated June 28, 2018 (113) |
|
292,556 |
|
— |
|
292,556 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Haga Gard LLC (114) |
|
175,887 |
|
— |
|
175,887 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
HKMN, LLC (115) |
|
146,278 |
|
— |
|
146,278 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Jacquelyn Speaker (116) |
|
5,473 |
|
— |
|
5,473 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Jamie L. Pasquale (117) |
|
54,735 |
|
— |
|
54,735 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
JAWS Equity Owner 53, LLC (118) |
|
351,774 |
|
— |
|
351,774 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
John Berton (119) |
|
1,752 |
|
— |
|
1,752 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
John H Eley (120) |
|
1,752 |
|
— |
|
1,752 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
John Lovisolo (121) |
|
8,757 |
|
— |
|
8,757 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
John Salvatore (122) |
|
15,132 |
|
— |
|
15,132 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Kevin Nystrom (123) |
|
30,264 |
|
— |
|
30,264 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Krishnakumar Doraiswami (124) |
|
2,003 |
|
— |
|
2,003 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
LKK 2019 Irrevocable Trust (125) |
|
40,353 |
|
— |
|
40,353 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
LKMP Holdings LLC (126) |
|
6,334 |
|
— |
|
6,334 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Marc A. Pasquale Roth IRA, Peak Trust Company-NV, Custodian (127) |
|
54,735 |
|
— |
|
54,735 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Mare’s Leg Trust (128) |
|
807,532 |
|
— |
|
807,532 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Maximilian Hofert (129) |
|
20,176 |
|
— |
|
20,176 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
MKal Investments, LLC (130) |
|
10,947 |
|
— |
|
10,947 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Nelson K. Stacks (131) |
|
3,284 |
|
— |
|
3,284 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Nest Egg Dreams LLC (132) |
|
84,740 |
|
— |
|
84,740 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Nirav Kachalia Revocable Trust (133) |
|
10,088 |
|
— |
|
10,088 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
OIG Sarcos, LLC (134) |
|
641,569 |
|
— |
|
641,569 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Patricia Moezinia (135) |
|
30,264 |
|
— |
|
30,264 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Pieper Family Trust (136) |
|
32,841 |
|
— |
|
32,841 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Rajarshi Bhattacharyya (137) |
|
4,282 |
|
— |
|
4,282 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Read Capital LLC (138) |
|
191,675 |
|
— |
|
191,675 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Richard A. Keller (139) |
|
37,674 |
|
— |
|
37,674 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Sanjan Dhody (140) |
|
656,144 |
|
— |
|
656,144 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Sarcos Jericho Holdings LLC (141) |
|
84,942 |
|
— |
|
84,942 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Sean J. Conroy (142) |
|
10,088 |
|
— |
|
10,088 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
SJRLO Family LLLP (143) |
|
40,353 |
|
— |
|
40,353 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Stanton Green (CSG Holdings Corp) (144) |
|
973 |
|
— |
|
973 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
T3 WDF, 1 LLC (145) |
|
629,299 |
|
— |
|
629,299 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
The Goodman Family 2022 Trust (146) |
|
53,531 |
|
— |
|
53,531 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
The Robert C. Bantle Rev Trust (147) |
|
220,141 |
|
— |
|
220,141 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Tribeca ESP Series Fund, LLC --Rotor-Sarcos (148) |
|
49,432 |
|
— |
|
49,432 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Trust Under Paragraph Sixth u/w/o Jack Youdeem F/B/O Alexandra Youdeem (149) |
|
20,176 |
|
— |
|
20,176 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Trust Under Paragraph Sixth u/w/o Jack Youdeem F/B/O Stephen Youdeem (150) |
|
20,176 |
|
— |
|
20,176 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
WXW Trust (151) |
|
809,823 |
|
— |
|
809,823 |
|
— |
|
— |
|
— |
|
— |
|
— |
Please see the sections titled “Management,” “Executive Compensation” and “Certain Relationships, Related Party and Other Transactions” appearing elsewhere in this prospectus for information regarding material relationships with our selling securityholders within the past two years.
|
(1) |
Consists of 503,525 shares of Common Stock, of which (a) 100,000 are shares purchased in the PIPE Financing and (b) 403,525 were received via a distribution by Rotor-Sarcos, LLC.. Adebayo O. Ogunlesi exercises voting and investment power over the shares. The address is 1000 Park Avenue #8A, New York, NY 10028. |
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(2) |
Lew Frankfort, Sam Frankfort and Ernest Odinec share voting and investment power over the shares. The address is 3 Columbus Circle, Suite 2120, New York, NY 10019. |
19
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(3) |
Consists of (a) 16,905,357 shares of Common Stock, of which (i) 1,149,069 are former shares of Class A Common Stock which converted into Common Stock at the Closing; (ii) 366,896 are former Founder Shares which converted into Common Stock at the Closing; (iii) 389,392 shares are underlying Private Placement Warrants; and (iv) 15,000,000 are shares purchased in the PIPE Financing; and (b) 389,392 Private Placement Warrants. The registered holders of the referenced shares to be registered are the following funds and accounts under management by subsidiaries of BlackRock, Inc.: BlackRock Global Allocation Fund, Inc.; BlackRock Global Allocation V.I. Fund of BlackRock Variable Series Funds, Inc.; BlackRock Global Allocation Portfolio of BlackRock Series Fund, Inc.; BlackRock Global Allocation Collective Fund; BlackRock Capital Allocation Trust; BlackRock Strategic Income Opportunities Portfolio of BlackRock Funds V; Strategic Income Opportunities Bond Fund; Master Total Return Portfolio of Master Bond LLC; BlackRock Total Return Bond Fund; and BlackRock Global Long/Short Credit Fund of BlackRock Funds IV. BlackRock, Inc. is the ultimate parent holding company of such subsidiaries. On behalf of such subsidiaries, the applicable portfolio managers, as managing directors (or in other capacities) of such entities, and/or the applicable investment committee members of such funds and accounts, have voting and investment power over the shares held by the funds and accounts which are the registered holders of the referenced shares. Such portfolio managers and/or investment committee members expressly disclaim beneficial ownership of all shares held by such funds and accounts. The address of such funds and accounts, such subsidiaries and such portfolio managers and/or investment committee members is 55 East 52nd Street, New York, New York 10055. Shares shown include only the securities being registered for resale and may not incorporate all shares deemed to be beneficially held by the registered holders or BlackRock, Inc. |
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(4) |
Consists of 7,747,915 shares of Common Stock, of which (a) 6,092,817 are shares of Common Stock received at the Closing, (b) 1,555,098 are Earn-Out Shares receivable upon the satisfaction of the conditions set forth in the Merger Agreement and (c) 100,000 are shares purchased in the PIPE Financing. Caterpillar Inc. (a publicly held company which wholly-owns all equity of Caterpillar Venture Capital Inc.) exercises voting and investment power over the shares. Michael Young, Vice President of Caterpillar Venture Capital Inc., is a former director of Old Sarcos since February of 2019 until immediately prior to the Closing. The address is 510 Lake Cook Road, Suite 100, Deerfield, IL 60015. |
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(5) |
David G. Heller is the trustee of David G. Heller Investment Trust and exercises voting and investment power over the shares. The address is 3 Elliott Drive, Simsbury, CT 06070. |
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(6) |
Joseph Scoby exercises voting and investment power over the shares. The address is 155 N Wacker Drive, Ste 1760, Chicago, IL 60606 |
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(7) |
Chris Limbach exercises voting and investment power over the shares. The address is 1201 N. Market Street, Suite 1002, Wilmington, DE 19801. |
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(8) |
Iridian Asset Management LLC exercises control over Iridian Eagle Fund, LP. Harold Levy and David Cohen exercise control over Iridian Asset Management LLC and share voting and investment power over the shares. The address is 276 Post Road West, Westport, CT 06880. |
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(9) |
The address is 1601 Washington Avenue, Miami Beach, FL 33139. |
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(10) |
Consists of 675,200 shares of Common Stock, of which (a) 241,473 are shares of Common Stock received at the Closing, (b) 61,632 are Earn-Out Shares receivable upon the satisfaction of the conditions set forth in the Merger Agreement, (c) 100,000 are shares purchased in the PIPE Financing and (d) 272,095 shares that were received via a distribution by Rotor-Sarcos, LLC. The address is 80 Irving Place, New York, NY 10003. |
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(11) |
The address is 77 Hampton Road, Garden City, NY 11530 |
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(12) |
The address is PO Box 676145, Rancho Santa Fe, CA 92067. |
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(13) |
Andrew Belfer exercises voting and investment power over the shares. The address is 7 Colonial Drive, Upper Brookville, NY 11545. |
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(14) |
Consists of 372,095 shares of Common Stock, of which (a) 100,000 are shares purchased in the PIPE Financing and (b) 272,095 shares that were received via a distribution by Rotor-Sarcos, LLC. The address is 505 S. Atlantic Drive, Lantana, FL 33462. |
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(15) |
Consists of 13,512,052 shares of Common Stock, of which (a) 9,748,714 are shares of Common Stock received at the Closing, (b) 3,713,338 are Earn-Out Shares receivable upon the satisfaction of the conditions set forth in the Merger Agreement and (c) 50,000 are shares purchased in the PIPE Financing. Benjamin G. Wolff and Julie Wolff are the sole owners of Mare’s Leg Capital, LLC and share investment and voting control over the shares. Mare’s Leg Capital, LLC is a greater than 10% holder of the Company. Benjamin G. Wolff is the Executive Chairman of the Company and Julie Wolff is the Strategic Advisor to the General Counsel of the Company. The address is 650 South 500 West, Salt Lake City, UT 84108. |
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(16) |
Consists of 884,391 shares of Common Stock, of which (a) 241,473 are shares of Common Stock received at the Closing, (b) 61,632 are Earn-Out Shares receivable upon the satisfaction of the conditions set forth in the Merger Agreement, (c) 130,000 are shares purchased in the PIPE Financing and (e) 451,286 shares that were received via a distribution by Rotor-Sarcos, LLC. Brian D. Finn is the administrator of Marstar Investments LLC and exercises investment and voting control over the shares. Brian D. Finn is a director of the Company and the former chief executive officer of the predecessor of the Company. The address is 38 Evans Drive, Brookville, NY 11545. |
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(17) |
Consists of 1,178,742 shares of Common Stock, of which 1,000,000 are shares purchased in the PIPE Financing. MFP Investors LLC, as the General Partner to MFP Partners, L.P., exercises voting and investment power over the shares. Jennifer Cook Price is managing director of MFP Partners, L.P. and managing member and managing director of MFP Investors, LLC. The address is 909 Third Ave, 33rd Fl, New York, NY 10022. |
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(18) |
Consists of 90,529 shares of Common Stock, of which 30,000 are shares purchased in the PIPE Financing and 60,529 shares that were received via a distribution by Rotor-Sarcos, LLC. The address is 2869 NE 28th St., Fort Lauderdale, FL 33306. |
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(19) |
Matthew Stamborski exercises voting and investment power over the shares. The address is S74 W16853 Janesville Road, Muskego, WI 53150. |
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(20) |
Integrated Core Strategies (US) LLC, a Delaware limited liability company ("Integrated Core Strategies"), beneficially owns 1,701,850 shares of Common Stock, consisting of: (a) 1,000,000 shares purchased in the PIPE Financing, (b) 701,850 shares of former Class A Common Stock which converted into Common Stock at the Closing and (c) 383,037 shares of Common Stock issuable upon exercise |
20
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of Private Placement Warrants. Riverview Group LLC, a Delaware limited liability company ("Riverview Group"), beneficially owns 604,620 shares of Common Stock, consisting of: (a) 221,583 former Founder Shares which converted into Common Stock at the Closing. ICS Opportunities, Ltd., an exempted company organized under the laws of the Cayman Islands ("ICS Opportunities"), beneficially owns 69,780 shares of former Class A Common Stock which converted into Common Stock at the Closing. ICS Opportunities II LLC, a Cayman Islands limited liability company ("ICS Opportunities II"), beneficially owns 201,729 shares of former Class A Common Stock which converted into Common Stock at the Closing. The information regarding shares of Common Stock issued upon conversion of former shares of Class A Common Stock is provided as of September 22, 2021. ICS Opportunities and ICS Opportunities II are affiliates of Integrated Core Strategies and Riverview Group. Millennium International Management LP, a Delaware limited partnership ("Millennium International Management"), is the investment manager to ICS Opportunities and ICS Opportunities II and may be deemed to have shared voting control and investment discretion over securities owned by ICS Opportunities and ICS Opportunities II. Millennium Management LLC, a Delaware limited liability company ("Millennium Management"), is the general partner of the managing member of Integrated Core Strategies and Riverview Group and may be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies and Riverview Group. Millennium Management is also the general partner of the 100% owner of ICS Opportunities and ICS Opportunities II and may also be deemed to have shared voting control and investment discretion over securities owned by ICS Opportunities and ICS Opportunities II. Millennium Group Management LLC, a Delaware limited liability company ("Millennium Group Management"), is the managing member of Millennium Management and may also be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies and Riverview Group. Millennium Group Management is also the general partner of Millennium International Management and may also be deemed to have shared voting control and investment discretion over securities owned by ICS Opportunities and ICS Opportunities II. The managing member of Millennium Group Management is a trust of which Israel A. Englander, a United States citizen ("Mr. Englander"), currently serves as the sole voting trustee. Therefore, Mr. Englander may also be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies, Riverview Group, ICS Opportunities and ICS Opportunities II. The foregoing should not be construed in and of itself as an admission by Millennium International Management, Millennium Management, Millennium Group Management or Mr. Englander as to beneficial ownership of the securities owned by Integrated Core Strategies, Riverview Group, ICS Opportunities or ICS Opportunities II, as the case may be. The address for the entities and person listed above is 399 Park Avenue, New York, NY 10022. |
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(21) |
Consists of 100,441 shares of Common Stock, of which (a) 50,000 are shares purchased in the PIPE Financing and (b) 50,441 shares that were received via a distribution by Rotor-Sarcos, LLC. James Monsees exercises voting and investment power over the shares. The address is 820 Manhattan Avenue, Suite 102, Manhattan Beach, CA 90266. |
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(22) |
James Monsees exercises voting and investment power over the shares. The address is 820 Manhattan Avenue, Suite 102, Manhattan Beach, CA 90266. |
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(23) |
Consists of 80,353 shares of Common Stock, of which (a) 40,000 are shares purchased in the PIPE Financing and (b) 40,353 shares that were received via a distribution by Rotor-Sarcos, LLC. Mario Michael Tricoci exercises voting and investment power over the shares. The address is 1956 N. Dayton St. Chicago, IL 60614. |
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(24) |
Consists of 35,088 shares of Common Stock, of which (a) 25,000 are shares purchased in the PIPE Financing and (b) 10,088 shares that were received via a distribution by Rotor-Sarcos, LLC. Address is 2021 Fillmore St #2208, San Francisco, CA 94115. |
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(25) |
Consists of 503,525 shares of Common Stock, of which (a) 100,000 are shares purchased in the PIPE Financing and (b) 403,525 shares that were received via a distribution by Rotor-Sarcos, LLC. Adebayo O. Ogunlesi exercises voting and investment power over the shares. The address is 1000 Park Avenue #8A, New York, NY 10028. |
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(26) |
Consists of 55,353 shares of Common Stock, of which (a) 15,000 are shares purchased in the PIPE Financing and (b) 40,353 shares that were received via a distribution by Rotor-Sarcos, LLC. Gerald P. Kaminsky is a managing director of Neuberger Berman LLC and exercises voting and investment power over the shares. The address is 136 Harold Road, Woodmere, NY 11598. |
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(27) |
Palantir Technologies Inc. is currently controlled by its seven-member board of directors. For more information, please see Palantir’s public filings with the SEC. The address is 1200 17th Street, Floor 15, Denver, CO 80202. |
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(28) |
Consists of 75,441 shares of Common Stock, of which (a) 25,000 are shares purchased in the PIPE Financing and (b) 50,441 shares that were received via a distribution by Rotor-Sarcos, LLC. The address is 735 Sheridan RD., Winnetka, IL 60093. |
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(29) |
Consists of 9,940,744 shares of Common Stock, of which (a) 7,839,764 are shares of Common Stock received at the Closing, (b) 2,000,980 are Earn-Out Shares receivable upon the satisfaction of the conditions set forth in the Merger Agreement and (c) 100,000 are shares purchased in the PIPE Financing. Schlumberger Holdings Corporation is the sole stockholder of Schlumberger Technology Corporation. Schlumberger B.V. is the sole stockholder of Schlumberger Holdings Corporation. Schlumberger N.V. (Schlumberger Limited) is the sole stockholder of Schlumberger B.V. Schlumberger N.V. (Schlumberger Limited) owns, directly or indirectly, all of the equity interests of Schlumberger Technology Corporation, and has voting or investment control over the shares held by Schlumberger Technology Corporation. For a list of officers of Schlumberger N.V. (Schlumberger Limited), please refer to Schlumberger N.V. (Schlumberger Limited)'s public filings. The business address for Schlumberger Technology Corporation and Schlumberger Holdings Corporation is 300 Schlumberger Drive, Sugar Land, Texas 77478. The business address for Schlumberger BV is Parkstraat 83, 2514 JG The Hague, Netherlands. The business address for Schlumberger N.V. (Schlumberger Limited) is 5599 San Felipe, 17th Floor, Houston, Texas 77056. |
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(30) |
Joseph Scoby exercises voting and investment power over the shares. The address is 1204 Westview Rd, Glenview, IL 60025 |
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(31) |
The address is 2 East 70th Street, New York, NY 10021. |
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(32) |
Robert E. Boyer and Anthony J. Jacobson share voting and investment power over the shares. The address is 1601 Dove Street, Suite 250, Newport Beach, CA 92660. |
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(33) |
Chris Fahy is a portfolio manager at Seven Grand Managers, LLC (“Seven Grand”) and exercises voting and investment power over the shares pursuant to an Investment Management Agreement among Seven Grand, Walleye Capital LLC, Walleye Opportunities Master Fund Ltd, Walleye Opportunities Fund Ltd and Walleye Opportunities Fund Ltd. Walleye Capital LLC’s address is 2800 Niagara Lane N. Plymouth, MN 55447. Seven Grand’s address is 81 Pondfield Road, Suite C302, Bronxville, NY 10708. |
21
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(34) |
Consists of (a) 2,210,683 shares of Common Stock received at the Closing, (b) 564,244 Earn-Out Shares receivable upon the satisfaction of the conditions set forth in the Merger Agreement and (c) 50,000 shares purchased in the PIPE Financing. Dennis Weibling has sole voting and dispositive power over the shares held by the Weibling Living Trust and is a director of the Company. The address is 2205 Carillon Pt., Kirkland, WA 98033. |
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(35) |
Consists of 71,761 shares of Common Stock, of which 22,500 are shares purchased in the PIPE Financing and 49,261 shares that were received via a distribution by Rotor-Sarcos, LLC. Marc Weisman is the natural control person of these shares. The address is 16 the Enclave, Dorado, PR 00646. |
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(36) |
Andrew Belfer exercises voting and investment power over the shares. The address is 7 Colonial Drive, Upper Brookville, NY 11545. |
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(37) |
Consists of (a) 11,642,852 shares of Common Stock, of which (i) 5,672,168 are former Founder Shares which converted to Common Stock at the Closing and (ii) 5,970,684 are shares underlying Private Placement Warrants and (b) 5,970,684 Private Placement Warrants. Brian D. Finn exercises voting and investment power over the shares. The address is c/o Rotor Sponsor LLC 405 Lexington Avenue, New York, NY 10174. |
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(38) |
Consists of (a) 905,882 shares of Common Stock received at the Closing and (b) 231,212 Earn-Out Shares receivable upon the satisfaction of the conditions set forth in the Merger Agreement. Address is 55 Hudson Yards, 20th Floor, New York, NY 10001. |
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(39) |
Consists of (a) 45,291 shares of Common Stock received at the Closing and (b) 11,558 Earn-Out Shares receivable upon the satisfaction of the conditions set forth in the Merger Agreement. Address is 28 Limestone Road, Armonk, NY 10504. |
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(40) |
Consists of (a) 113,237 shares of Common Stock received at the Closing and (b) 28,902 Earn-Out Shares receivable upon the satisfaction of the conditions set forth in the Merger Agreement. |
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(41) |
Consists of (a) 7,314 shares of Common Stock received at the Closing and (b) 1,866 Earn-Out Shares receivable upon the satisfaction of the conditions set forth in the Merger Agreement. Address is 1995 E. Gyrfalcon Dr., Sandy, UT 84092. |
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(42) |
Consists of (a) 640 shares of Common Stock received at the Closing, (b) 162 Earn-Out Shares receivable upon the satisfaction of the conditions set forth in the Merger Agreement and (c) 12,502 shares underlying New Sarcos Options exercisable by a former employee of the Company. |
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(43) |
Consists of (a) 5,216,458 shares of Common Stock, of which (i) 3,907,302 are shares received at the Closing and (ii) 1,309,156 are Earn-Out Shares receivable upon the satisfaction of the conditions set forth in the Merger Agreement. Benjamin Wolff is the Executive Chairman of the Company. Address is 650 South 500 West, Salt Lake City, UT 84101. |
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(44) |
Consists of (a) 53,908 shares of Common Stock received at the Closing and (b) 13,758 Earn-Out Shares receivable upon the satisfaction of the conditions set forth in the Merger Agreement. Address is P.O. Box 7030, Stockholm, SE-10386. |
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(45) |
Consists of (a) 44,880 shares of Common Stock received at the Closing and (b) 11,454 Earn-Out Shares receivable upon the satisfaction of the conditions set forth in the Merger Agreement. Address is 650 South 500 West, Salt Lake City, UT 84101. |
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(46) |
Consists of (a) 226,465 shares of Common Stock received at the Closing and (b) 57,800 Earn-Out Shares receivable upon the satisfaction of the conditions set forth in the Merger Agreement. Address is 400 Capital Park Ave. E., #105, Salt Lake City, UT 84103. |
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(47) |
Consists of (a) 53,908 shares of Common Stock received at the Closing and (b) 13,758 Earn-Out Shares receivable upon the satisfaction of the conditions set forth in the Merger Agreement. Address is 733 Front Street, #509, San Francisco, CA 94111. |
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(48) |
Consists of shares underlying New Sarcos Options exercisable by a former employee of the Company. |
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(49) |
Consists of (a) 7,386 shares of Common Stock received at the Closing and (b) 2,356 Earn-Out Shares receivable upon the satisfaction of the conditions set forth in the Merger Agreement. Address is 3604 E Oakrim Way, Salt Lake City, UT 84109. |
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(50) |
Consists of (a) 7,693 shares of Common Stock received at the Closing and (b) 1,962 Earn-Out Shares receivable upon the satisfaction of the conditions set forth in the Merger Agreement. Address is 6239 Branting Street, San Diego, CA 92122. |
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(51) |
Consists of (a) 2,841,506 shares of Common Stock received at the Closing and (b) 752,250 Earn-Out Shares receivable upon the satisfaction of the conditions set forth in the Merger Agreement. Address is 422 Old Santa Fe Trail, Santa Fe, NM 87501. |
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(52) |
Consists of 255,038 shares of Common Stock, of which (a) 112,842 are shares received at the Closing, (b) 113,396 are shares underlying RSUs and (c) 28,800 are Earn-Out Shares receivable upon the satisfaction of the conditions set forth in the Merger Agreement. Address is 650 South 500 West, Salt Lake City, UT 84101. |
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(53) |
Consists of (a) 53,908 shares of Common Stock received at the Closing and (b) 13,758 Earn-Out Shares receivable upon the satisfaction of the conditions set forth in the Merger Agreement. Address is 2026 Shore Avenue, Freeland, WA 98249. |
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(54) |
Consists of (a) 174,855 shares of Common Stock received at the Closing and (b) 44,628 Earn-Out Shares receivable upon the satisfaction of the conditions set forth in the Merger Agreement. Address is 15 Echo Lane, Greenwich, CT 06830. |
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(55) |
Consists of (a) 12,823 shares of Common Stock received at the Closing and (b) 3,272 Earn-Out Shares receivable upon the satisfaction of the conditions set forth in the Merger Agreement. Address is 650 South 500 West, Salt Lake City, UT 84101. |
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(56) |
Consists of (a) 2,264,695 shares of Common Stock received at the Closing and (b) 578,028 Earn-Out Shares receivable upon the satisfaction of the conditions set forth in the Merger Agreement. Address is 1030 Delta Boulevard, Atlanta, GA 30354. |
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(57) |
Consists of (a) 708,108 shares of Common Stock received at the Closing and (b) 180,732 Earn-Out Shares receivable upon the satisfaction of the conditions set forth in the Merger Agreement. Dennis Weibling is a director of the Company. The address is 2205 Carillon Pt. Kirkland, WA 98033. |
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(58) |
Consists of (a) 5,682,757 shares of Common Stock received at the Closing and (b) 2,900,856 Earn-Out Shares receivable upon the satisfaction of the conditions set forth in the Merger Agreement. Address is Box 55998, Stockholm, Sweden. |
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(59) |
Consists of shares underlying New Sarcos Options exercisable by a former employee of the Company. |
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(61) |
Consists of (a) 22,645 shares of Common Stock received at the Closing and (b) 5,778 Earn-Out Shares receivable upon the satisfaction of the conditions set forth in the Merger Agreement. Address is 211 West Canton Street, Unit 2, Boston, MA 02116. |
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(62) |
Consists of shares underlying New Sarcos Options exercisable by a former employee of the Company. |
22
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(63) |
Consists of (a) 204 shares of Common Stock received at the Closing and (b) 52 Earn-Out Shares receivable upon the satisfaction of the conditions set forth in the Merger Agreement. Address is 4857 W. 2500 W., Roy, UT 84067. |
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(64) |
Consists of (a) 241,473 shares of Common Stock received at the Closing and (b) 61,632 Earn-Out Shares receivable upon the satisfaction of the conditions set forth in the Merger Agreement. 7 West 81st St., Apt. 19B, New York, NY 10024. |
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(65) |
Consists of 73,474 Earn-Out Shares receivable upon the satisfaction of the conditions set forth in the Merger Agreement. Address is 12th floor, unit one, BlockD, Yue Yan mansion, 96 pokfulam road, Hong Kong. |
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(66) |
Consists of (a) 13,726,099 shares of Common Stock received at the Closing, (b) 73,248 shares underlying RSUs and (c) 3,577,378 Earn-Out Shares receivable upon the satisfaction of the conditions set forth in the Merger Agreement. Fraser Smith is a former executive officer of the Company, a former director of Old Sarcos, and a greater than 5% shareholder of the Company. Address is 2458 So. Promontory Dr., Salt Lake City, UT 84109. |
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(67) |
Consists of (a) 3,854,238 shares of Common Stock received at the Closing and (b) 1,491,784 Earn-Out Shares receivable upon the satisfaction of the conditions set forth in the Merger Agreement. Address is 2882 Sand Hill Road, Menlo Park, CA 94025. |
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(68) |
Consists of shares underlying New Sarcos Options exercisable by a former employee of the Company. |
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(69) |
Consists of (a) 679,409 shares of Common Stock received at the Closing and (b) 346,818 Earn-Out Shares receivable upon the satisfaction of the conditions set forth in the Merger Agreement. Address is 200 Meeting Street, Suite 403, Charleston, SC 29401. |
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(70) |
Consists of (a) 226,465 shares of Common Stock received at the Closing and (b) 57,800 Earn-Out Shares receivable upon the satisfaction of the conditions set forth in the Merger Agreement. Address is 28 Limestone Road, Armonk, NY 10504. |
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(71) |
Consists of shares underlying New Sarcos Options exercisable by a former employee of the Company. |
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(72) |
Consists of (a) 62,509 shares of Common Stock received at the Closing and (b) 15,954 Earn-Out Shares receivable upon the satisfaction of the conditions set forth in the Merger Agreement. Address is 650 South 500 West, Salt Lake City, UT 84101. |
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(73) |
Consists of (a) 25,646 shares of Common Stock received at the Closing and (b) 6,544 Earn-Out Shares receivable upon the satisfaction of the conditions set forth in the Merger Agreement. Address is 11414 53rd Ave NE, Marysville, WA 98271. |
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(74) |
Consists of shares underlying New Sarcos Options exercisable by a former employee of the Company. |
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(75) |
Consists of (a) 3,231 shares of Common Stock received at the Closing and (b) 824 Earn-Out Shares receivable upon the satisfaction of the conditions set forth in the Merger Agreement. Address is 1192 W. Primavera Way, West Jordan, UT 84084. |
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(76) |
Consists of (a) 121,844 shares of Common Stock received at the Closing and (b) 31,096 Earn-Out Shares receivable upon the satisfaction of the conditions set forth in the Merger Agreement. Address is 10 Sussex Mews West, London W22SE, United Kingdom. |
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(77) |
Consists of (a) 21,799 shares of Common Stock received at the Closing and (b) 5,562 Earn-Out Shares receivable upon the satisfaction of the conditions set forth in the Merger Agreement. Address is 4544 Columbus Street, Apt. 1008, Virginia Beach, VA 23462. |
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(78) |
Consists of (a) 39,782 shares of Common Stock and (b) 8,549 shares of Common Stock underlying New Sarcos RSUs. Kristi Martindale is an executive officer of the Company. Address is 650 South 500 West, Salt Lake City, UT 84101. |
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(79) |
Consists of (a) 1,664 shares of Common Stock received at the Closing and (b) 422 Earn-Out Shares receivable upon the satisfaction of the conditions set forth in the Merger Agreement. Address is 650 South 500 West, Salt Lake City, UT 84101. |
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(80) |
Consists of (a) 102 shares of Common Stock received at the Closing, (b) 26 Earn-Out Shares receivable upon the satisfaction of the conditions set forth in the Merger Agreement and (c) 102,533 shares underlying New Sarcos Options exercisable by a former employee of the Company. |
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(81) |
Consists of (a) 518 shares of Common Stock received at the Closing and (b) 132 Earn-Out Shares receivable upon the satisfaction of the conditions set forth in the Merger Agreement. Address is 650 South 500 West, Salt Lake City, UT 84101. |
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(82) |
Consists of (a) 14,325,512 shares of Common Stock received at the Closing, (b) 73,408 shares received from the exercise of RSUs and (c) 3,656,370 Earn-Out Shares receivable upon the satisfaction of the conditions set forth in the Merger Agreement. Marc Olivier is a former officer of Old Sarcos and a greater than 5% stockholder. Address is 1941 Wasatch Drive, Salt Lake City, UT, 84108. |
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(83) |
Co |