Rotor Acquisition Corp. Reminds Stockholders to Vote “FOR” Business Combination with Sarcos Corp. at Special Meeting of Stockholders
Following Closing, the Combined Company Will De-list from The New York Stock Exchange and Trade on Nasdaq under the “STRC” and “STRCW” Ticker Symbols
NEW YORK – September 8, 2021 – Rotor Acquisition Corp. (the “Company” or “ROT”) (NYSE: ROT.U, ROT, and ROT WS), a special purpose acquisition company, today reminds stockholders to vote “FOR” the business combination with Sarcos Corp. (“Sarcos”) and the related proposals at the special meeting of stockholders scheduled for September 15, 2021 (the “Special Meeting”).
Upon closing of the business combination, the Company will change its name to “Sarcos Technology and Robotics Corporation,” and intends to transfer the listing of its Class A common stock, par value $0.0001 per share (the “Common Stock”) and publicly-traded warrants to acquire Common Stock (“Warrants”), from the New York Stock Exchange (the “NYSE”) to The Nasdaq Stock Market LLC (“Nasdaq”) following the anticipated closing of the business combination.
Trading of the Common Stock and Warrants is currently expected to begin on Nasdaq on or about September 27, 2021, under the new ticker symbols “STRC” and “STRCW,” respectively. Until the business combination is complete, the Company’s Common Stock, Warrants, and units will continue to trade under the ticker symbols “ROT,” “ROT WS,” and “ROT.U,” respectively on the NYSE. The Company’s units will automatically be separated into their underlying shares of Common Stock and Warrants in connection with the consummation of the Business Combination and will not be listed following the consummation thereof.
The decision to transfer listings to Nasdaq was made in consideration of the business combination and enables the post-business combination company to be listed alongside other innovative companies on Nasdaq. Following the closing of the business combination, the Company will delist its Common Stock, Warrants, and units from the NYSE. The Nasdaq listing and NYSE delisting are subject to the closing of the business combination, including approval by its stockholders at the Special Meeting and fulfillment of all Nasdaq listing requirements.
As previously announced, the Company will hold the Special Meeting via live audio webcast at https://www.cstproxy.com/rotoracquisition/2021 on September 15, 2021, at 10:00 a.m. Eastern Standard Time for its stockholders of record at the close of business on August 2, 2021, to vote on the proposed business combination, among other things. A supplement to the definitive proxy statement with respect to the business combination, together with a proxy card for voting, has been mailed to the Company’s stockholders. Stockholders are encouraged to attend the Special Meeting and to vote as soon as possible by signing, dating, and returning the proxy card enclosed with the proxy statement supplement filed with the U.S. Securities and Exchange Commission (“SEC”) on August 30, 2021, and mailed to stockholders of record on or about August 30, 2021. If you have any questions, please contact Morrow Sodali, the Company’s proxy solicitor, at (800) 662-5200. For banks and brokers, please call (203) 658-9400.
No action is required by existing Company stockholders with respect to the ticker symbol or exchange listing change.
About Rotor Acquisition Corp.
With approximately 100 years of combined experience in investing and managing capital across markets and industries, structuring transactions, and building businesses and led by Chief Executive Officer Brian Finn, Chairman of the Board Stefan M. Selig, and Director John D. Howard, Rotor Acquisition Corp. is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with potential target companies with certain industry and business characteristics within the areas of disruptive consumer and industrial technologies. For more information, please visit www.rotoracquisition.com.
About Sarcos Robotics
Sarcos Robotics is a leader in industrial robotic systems that augment human performance by combining human intelligence, instinct, and judgment with the strength, endurance, and precision of machines to enhance employee safety and productivity. Leveraging more than 30 years of research and development, Sarcos’ mobile robotic systems, including the Guardian® S, Guardian® GT, Guardian® XO®, and Guardian® XT™, are designed to revolutionize the future of work wherever physically demanding work is done. Sarcos is based in Salt Lake City, Utah, and backed by Caterpillar Venture Capital Inc., Delta Air Lines, GE Ventures, Microsoft, and Schlumberger. For more information, please visit www.sarcos.com and the Sarcos investor relations website.
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, but not limited to, Rotor’s and Sarcos’ expectations or predictions of future business performance or conditions, Sarcos’ product roadmap, including the expected timing of commercialization or new product releases and the expected capabilities of products currently in development. Forward-looking statements are inherently subject to risks, uncertainties, and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events, or results of operations, are forward-looking statements. These statements may be preceded by, followed by, or include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates,” “intends” or “continue” or similar expressions. Such forward-looking statements involve risks and uncertainties that may cause actual events, results or performance to differ materially from those indicated by such statements, including risks related to Sarcos’ ability to execute on its business strategy, attract and retain users, develop new offerings. These forward-looking statements are based on Sarcos’ management’s current expectations and beliefs, as well as a number of assumptions concerning future events. However, there can be no assurance that the events, results, or trends identified in these forward-looking statements will occur or be achieved. Forward-looking statements speak only as of the date they are made, and Sarcos is not under any obligation and expressly disclaim any obligation, to update, alter or otherwise revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required by law. Readers should carefully review the statements set forth in the reports, which Rotor has filed or will file from time to time with the SEC. In addition to factors previously disclosed in Rotor’s reports filed with the SEC and those identified in this press release, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: risks and uncertainties related to the inability of the parties to successfully or timely consummate the potential business combination, including the risk that any required regulatory approvals or stockholder approvals of Rotor are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the proposed business combination; failure to realize the anticipated benefits of the potential business combination; Sarcos’ ability to execute on its business strategy, develop new products and services and enhance existing products and services; ability to respond rapidly to emerging technology trends; ability to compete effectively and manage growth and costs; and other risks and uncertainties set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in Rotor’s definitive proxy statement filed with the SEC on August 6, 2021 and other documents of Rotor filed, or to be filed, with SEC.
No Offer or Solicitation
This press release does not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed transaction. This press release also does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor will there be any sale of any securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such other jurisdiction. No offering of securities will be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
Rotor, Sarcos and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Rotor, in favor of the approval of the merger. Information regarding Rotor’s directors and executive officers is contained in the section of Rotor’s Form S-1 titled “Management,” which was filed with the SEC on December 18, 2020. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the proxy statement and other relevant documents filed with the SEC when they become available. The documents filed by Rotor with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov. Alternatively, these documents, when available, can be obtained free of charge from Rotor upon written request to Rotor Acquisition Corp., The Chrysler Building, 405 Lexington Avenue, New York, New York 10174.
Executive Vice President
MZ Group – MZ North America