▸ AI/ML technologies are complex and rapidly evolving, and we face significant competition from other companies as well as an evolving regulatory landscape. The introduction of AI/ML technologies into new or existing products may result in new or· · · · ● 1 ▸ If we are unable to maintain our technological and manufacturing process expertise, our business could be adversely affected.· · · · ● 1 ▸ Our business involves significant risks and uncertainties that may not be covered by indemnity or insurance.· · · · ● 1 ▸ Successful commercialization of our technology and products may be delayed beyond our current expectations and therefore product availability to customers, customer acquisition and receipt of product revenue could be delayed.· · · · ● 1 ▸ The success of our recent acquisitions of GuideTech, Warnke Precision Machining and MKR Fabricators is subject to numerous risks and uncertainties, including integration risks.· · · · ● 1 ▸ Any issues in the development and use of our AI/ML Foundational Technology or AI-enabled products, or issues in products developed by others, may result in reputational harm or liability.· · · ● ● 2 rw ▸ Our AI/ML Foundational Technology and other technologies and products are new, and customer trials and discussions may not result in purchases.· · · ● ● 2 rw ▸ The issuance or sale of shares of our Common Stock, or rights to acquire shares of our Common Stock could depress the trading price of our Common Stock and may cause dilution to our existing stockholders.· · · ● ● 2 ▸ The markets for our publicly traded securities have been volatile and may not continue at all.· · · ● ● 2 ▸ If we are unable to successfully introduce and implement enhancements, new features or modifications to our technologies and products, our business would be harmed.· · ● ● ● 3 rw ▸ If we fail to effectively manage our business, we may not be able to develop, market and commercialize our technologies and products successfully.· · ● ● ● 3 rw ▸ Issues in the development and use of AI/ML, combined with an uncertain regulatory environment, may result in reputational harm, liability or other adverse consequences to our business operations.· · ● ● ● 3 rw ▸ group Risks Related to Legal Claims and Regulatory Compliance· · ● ● ● 3 rw ▸ group Risks Related to Our Finances· · ● ● ● 3 ▸ group Risks Related to Our Operations and Growth· · ● ● ● 3 rw ▸ group Risks Related to Ownership of our Securities· · ● ● ● 3 ▸ The benefits of our AI/ML Foundational Technology and related products to customers and projected return on investment have not been substantiated through customer use.· · ● ● ● 3 rw ▸ We have no previous history with our licensing sales model for our software products.· · ● ● ● 3 rw ▸ We may not be able to effectively protect our intellectual property rights in our target markets or at all.· · ● ● ● 3 ▸ We use "open source" software, which could negatively affect our ability to offer our technologies and products and subject us to possible litigation.· · ● ● ● 3 rw ▸ Changes in tax laws could have a material adverse effect on our business, cash flows, results of operations or financial condition.· ● ● ● ● 4 ▸ The price of our Common Stock could decline due to the large number of shares of our Common Stock being subject to employee equity awards.· ● ● ● ● 4 rw ▸ Regarding Forward-Looking Statements" and "Management's Discussion and Analysis of Financial Condition and Results of Operations").· · · ● · 1 ▸ These factors may make the timing, amount, terms and conditions of such financing unattractive or unavailable to us. If we are unable to raise sufficient funds if and when needed, we will have to significantly reduce our spending, delay or cancel our· · · ● · 1 ▸ Broad market and industry factors may materially harm the market price of our securities irrespective of our operating performance or any of the factors listed above. The securities markets in general have experienced price and volume fluctuations· · ● · · 1 ▸ Commercialization of our AI/ML Software Platform may be delayed beyond our current expectations and therefore initial availability to customers and receipt of anticipated revenue could be delayed.· · ● · · 1 ▸ Our AI/ML Software Platform is still under development and any issues in the development and use of our platform may result in reputational harm or liability.· · ● · · 1 ▸ Our Common Stock is likely to be delisted from The Nasdaq Global Market which may impair the liquidity of our Common Stock.· · ● · · 1 ▸ Our anticipated revenues are expected to be primarily derived from the licensing of our AI/ML software products for the foreseeable future.· · ● ● · 2 rw ▸ Our management has broad discretion in making strategic decisions to execute our growth plans and may devote time and company resources to new or expanded product offerings, potential acquisitions or strategic alliances, prospective customers· · ● · · 1 ▸ Our recent initiatives to improve our cost structure, including significant workforce reductions, may not result in the anticipated savings, could result in total costs and expenses that are greater than expected and could disrupt our business.· · ● · · 1 ▸ Warrants that is held by non-affiliates exceeds $700 million as of the last business day of our prior second fiscal quarter, and (ii) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.· · ● · · 1 ▸ With our AI/ML Software Platform still under development, customer trials and discussions may not result in purchases.· · ● · · 1 ▸ Adverse events or perceptions affecting the financial services industry could adversely affect our operating results, financial condition and prospects.· ● · · · 1 ▸ Any of these risks could materially impact our operating results, liquidity, financial condition and prospects.· ● · · · 1 ▸ As of September 24, 2022, the lock-up periods under the Old Sarcos Lock-up Agreements and the Bylaws applicable to Common Stock issued from the exchange or conversion of shares of Old Sarcos preferred stock or warrants have fully expired.· ● · · · 1 ▸ Commercialization of our core systems and solutions may be delayed beyond our current expectations and therefore initial delivery to customers and receipt of anticipated revenue could be delayed.· ● · · · 1 ▸ Environmental costs and regulation, including in relation to climate change, could adversely affect our future earnings as well as the affordability of our products and services.· ● · · · 1 ▸ Our Common Stock may be delisted from The Nasdaq Global Market if we cannot satisfy Nasdaq’s continued listing requirements.· ● · · · 1 ▸ Our Guardian Sea Class competes with robotic arm manipulator companies like Deep Trekker, Nauticus Robotics, Reach Robotics and QYSEA that provide manipulators and grippers for light and working-class ROVs.· ● · · · 1 ▸ 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.· ● · · · 1 ▸ We have decided to focus on a standard product sales model for our robotic systems and solutions.· ● · · · 1 ▸ Any failure to develop production processes and capabilities within our projected costs and timelines could have a material adverse effect on our business, prospects, financial condition and operating results.● · · · · 1 ▸ Even if we successfully market our products, the purchase, 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.● ● · · · 2 rw ▸ If we are successful in commercializing our products, our revenue will be concentrated in a limited number of models for the foreseeable future.● ● · · · 2 ▸ If we fail to effectively manage our growth, we may not be able to design, develop, manufacture, market and launch our robotic systems and solutions successfully.● ● · · · 2 rw ▸ Initial production of commercial units of our core products, the Guardian XO and Guardian XT, may be delayed beyond the end of 2022 and therefore initial delivery to customers could be beyond early 2023.● · · · · 1 ▸ 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.● ● · · · 2 ▸ Our Private Placement Warrants are accounted for as liabilities and changes in the value of these warrants could have a material effect on our GAAP financial results.● · · · · 1 ▸ Our RaaS subscription model has yet to be tested and may fail to gain commercial acceptance.● · · · · 1 ▸ Our ability to control costs and liability is dependent on developing sufficient screening criteria for our RaaS customers.● · · · · 1 ▸ Our expected transition to an outsourced manufacturing business model may not be successful, which could harm our ability to deliver products and recognize revenue.● ● · · · 2 rw ▸ Our management as a group has limited experience in operating a publicly-traded company.● ● · · · 2 rw ▸ Resales of the shares of Common Stock issued in connection with the Business Combination and our acquisition of RE2 could depress the market price of our Common Stock.● ● · · · 2 rw ▸ group Risks Related to Ownership of our Common Stock and Warrants● ● · · · 2 ▸ The Guardian XT faces a varied competitive landscape that includes collaborative robotics companies, as well as automation companies like Teradyne, ABB Robotics, Siasun Robot & Automation, Berkshire Grey, Ready Robotics and OMRON.● · · · · 1 ▸ The benefits of our products to customers and projected return on investment have not been substantiated through long-term trials or use.● ● · · · 2 ▸ The benefits to customers of our products could be supplanted by artificial intelligence or industrial automation.● · · · · 1 ▸ The markets for our Common Stock and Warrants have been volatile and may not continue at all.● ● ● · · 3 rw ▸ The success of our acquisition of RE2, Inc. is subject to numerous risks and uncertainties, including integration risks.● ● · · · 2 rw ▸ Unfavorable changes in any of these or other factors could cause us to fail to meet our operating and financial projections and could materially and adversely affect our business, prospects, financial condition and operating results.● ● · · · 2 ▸ We and our suppliers and any manufacturing partners may rely on complex machinery for production, which involves a significant degree of risk and uncertainty in terms of operational performance and costs.● ● · · · 2 ▸ We expect to incur substantial research and development costs and devote significant resources to developing and commercializing our AI/ML Software Platform, which could significantly reduce our profitability and may never result in revenue.● ● ● · · 3 rw ▸ We have no experience maintaining or servicing our products at a large scale.● ● · · · 2 ▸ We have no experience to date in high volume manufacture of our products, nor do we have the facility, employees or equipment needed to manufacture our products in high volume.● · · · · 1 ▸ We have very limited experience commercializing our products and may not be able to do so efficiently or effectively.● ● · · · 2 ▸ We may become subject to new or changing governmental regulations relating to the design, manufacturing, marketing, distribution, servicing or use of our products, and a failure to comply with such regulations could lead to withdrawal or● · · · · 1 ▸ 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.● · · · · 1 ▸ We may face litigation and other risks as a result of the material weakness in our internal control over financial reporting.● · · · · 1 ▸ We may not be able to protect our intellectual property rights in all countries.● ● · · · 2 ▸ We operate in a competitive industry that is subject to rapid technological change, and we expect competition to increase.● ● · · · 2 ▸ A portion of our revenue is currently and will continue to be generated by contracts with government entities, which makes us subject to a number of uncertainties, challenges and risks.● ● ● ● ● 5 rw ▸ Anti-takeover provisions contained in our Charter and Bylaws, as well as provisions of Delaware law, could impair a takeover attempt, which could limit the price investors might be willing to pay in the future for our Common Stock.● ● ● ● ● 5 ▸ DeSPAC Warrants are exercisable for Common Stock, and their exercise would increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders.● ● ● ● ● 5 rw ▸ If securities or industry analysts cease publishing research or reports about us, our business or our market, or if they change their recommendations regarding our Common Stock, the price and trading volume of our Common Stock could decline.● ● ● ● ● 5 rw ▸ If we are unable to obtain or maintain adequate protection for our intellectual property or if any protection is reduced or eliminated, competitors may be able to use our technologies, resulting in harm to our competitive position and our business.● ● ● ● ● 5 rw ▸ If we cannot raise additional funds when we need or want them, our operations, prospects and financial condition would be materially and adversely affected.● ● ● ● ● 5 rw ▸ Important assumptions about market demand, pricing, adoption rates and sales cycles for our products and services may be inaccurate.● ● ● ● ● 5 rw ▸ Our ability to use net operating loss carryforwards and other tax attributes may be limited.● ● ● ● ● 5 rw ▸ Our financial results may vary significantly from period to period due to fluctuations in our operating costs, revenues, product demand and other factors.● ● ● ● ● 5 rw ▸ Our success depends in part on our ability to obtain and maintain protection for the intellectual property relating to our AI/ML Foundational Technology and our other technologies and products.● ● ● ● ● 5 rw ▸ group Risks Related to Our Business● ● ● ● ● 5 rw ▸ group Risks Related to Our Intellectual Property● ● ● ● ● 5 rw ▸ The JOBS Act permits "emerging growth companies" like us to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies.● ● ● ● ● 5 rw ▸ There is no guarantee that the deSPAC Public Warrants or the deSPAC Private Placement Warrants will ever be in the money, and they may expire worthless.● ● ● ● ● 5 rw ▸ We are an early stage company with a history of losses, and expect to incur significant losses for the foreseeable future.● ● ● ● ● 5 rw ▸ We are subject to cybersecurity risks to our operational systems, security systems, infrastructure and data processed by us or third-party vendors.● ● ● ● ● 5 rw ▸ We are subject to governmental export and import controls and laws that could subject us to liability if we are not in compliance with such laws.● ● ● ● ● 5 ▸ We face risks related to wars, natural disasters, health epidemics and other calamities and supply chain disruption, any of which could significantly disrupt our operations.● ● ● ● ● 5 rw ▸ We have been and may in the future be subject to risks associated with strategic relationships, acquisitions or transactions and may not identify or form desired strategic relationships in the future.● ● ● ● ● 5 rw ▸ We have yet to achieve positive operating cash flow, and our ability to generate positive cash flow is uncertain.● ● ● ● ● 5 rw ▸ We incur significant expenses and administrative burdens as a publicly-traded company, which could have a material adverse effect on our business, prospects, financial condition and operating results.● ● ● ● ● 5 rw ▸ We may be subject to damages resulting from claims that we or our employees have wrongfully used or disclosed alleged trade secrets of our employees' former employers.● ● ● ● ● 5 rw ▸ 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 software or other products.● ● ● ● ● 5 rw ▸ We may be unable to adequately control the costs associated with our operations in order to achieve profitability.● ● ● ● ● 5 rw ▸ We may fail to attract or retain customers at sufficient rates or in sufficient numbers or at all.● ● ● ● ● 5 rw ▸ We may not be able to successfully enhance our product offerings through our research and development efforts.● ● ● ● ● 5 rw ▸ We may redeem unexpired deSPAC Warrants prior to their exercise at a time that is disadvantageous to deSPAC Warrant holders, thereby making their deSPAC Warrants worthless.● ● ● ● ● 5 rw 
