Rotor Acquisition Corp. And Sarcos Robotics Announce Filing Of Definitive Proxy Statement And The September 15, 2021, Special Meeting To Vote On Business Combination

By AIT News Desk On Aug 10, 2021

Sarcos Robotics a leader in the development of next-generation robotic systems that augment humans to enhance productivity and safety, and Rotor Acquisition Corp. (NYSE: ROT.U, ROT, and ROT WS), a special purpose acquisition company, announced that Rotor’s definitive proxy statement (the “Proxy Statement”) relating to the previously announced proposed business combination (the “Business Combination”) with Sarcos has been filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 6, 2021.

The filing of the definitive proxy statement is an important step in Sarcos becoming a publicly-traded company, with the goal of being listed on the Nasdaq at the close of the transaction. As previously announced, the business combination is expected to deliver up to $496 million of gross proceeds to Sarcos, including up to $220 million from a fully committed PIPE anchored by strategic and institutional investors.

On August 9, 2021, Rotor will commence mailing of the Proxy Statement, which contains a notice and voting instruction form or a proxy card relating to the special meeting of the Rotor stockholders in lieu of the 2021 annual meeting (the “Special Meeting”) to ROT stockholders of record as of the close of business on the record date of August 2, 2021.

The Special Meeting to approve the Business Combination is scheduled to be held on September 15, 2021, at 10:00 a.m. ET. The Special Meeting will be conducted entirely virtually and can be accessed via a live audio webcast at https://www.cstproxy.com/rotoracquisition/2021. Virtual attendees will be able to submit questions before and during the meeting through the virtual meeting portal by typing in the “Submit a question” box. If the proposals at the Special Meeting are approved, the parties anticipate that the business combination will close shortly thereafter, subject to the satisfaction or waiver, as applicable, of all other closing conditions.

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Upon closing, the combined company’s shares of Class A common stock (“Class A Stock”) and redeemable warrants (“Warrants”) are expected to be listed on The Nasdaq Stock Market LLC under the ticker symbols “STRC” and “STRCW” respectively. Any Rotor units will automatically separate into the component shares of Class A Stock and Warrants upon the consummation of the Business Combination.

The transaction, which has been unanimously approved by the boards of directors of both Rotor and Sarcos, is expected to close in the third quarter of 2021, subject to regulatory and stockholder approvals and other customary closing conditions.

Every stockholder’s vote matters, regardless of the number of shares held. Accordingly, Rotor encourages stockholders to vote by submitting their proxies as soon as possible and by no later than 11:59 p.m. ET on September 14, 2021, to ensure that the stockholder’s shares will be represented at the Special Meeting. Proxies may be submitted by Internet or mail. Votes submitted by mail must be received by 5:00 p.m. ET on September 14, 2021. Additional instructions may be found in the Proxy Statement and on the proxy card. Rotor’s board of directors unanimously recommends that stockholders vote “FOR” the Business Combination with Sarcos and all other proposals at the Special Meeting. Stockholders who hold shares in “street name” (i.e., those stockholders whose shares are held of record by a broker, bank, or other nominee) should contact their broker, bank, or nominee to ensure that their shares are voted.

If any individual Rotor stockholder has not received a copy of the Proxy Statement, such stockholder should (i) confirm his, her or its status with his, her or its broker or (ii) contact Morrow Sodali LLC, Rotor’s proxy solicitor, for assistance toll-free at (800) 662-5200 (for individuals) or (203) 658-9400 (for banks and brokers), or by email at ROT.info@investor.morrowsodali.com.

Rotor will host a live and virtual analyst day presentation on Wednesday, August 18, 2021, from 11:00 a.m. ET to 12:00 p.m. ET. Ben Wolff, Chairman and Chief Executive Officer of Sarcos, will be joined by other senior management team members to provide an update on the company’s advanced, highly dexterous mobile industrial robotic systems, growth strategies, and strategic initiatives. A link to the webcast of the presentation will be available on the Sarcos investor relations website.