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United States securities and exchange commission logo
June 11, 2021
Stefan Selig
Chairman of the Board of Directors
Rotor Acquisition Corp.
The Chrysler Building
405 Lexington Avenue
New York, New York 10174
Re: Rotor Acquisition
Corp.
Preliminary Proxy
Statement on Schedule 14A
Filed May 14, 2021
File No. 001-39897
Dear Mr. Selig:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed May 14, 2021
Questions and Answers
If I am a Company warrant holder, can I exercise redemption rights with
respect to my public
Warrants?, page 18
1. Clarify that although
holders of the company s outstanding public warrants do not have
redemption rights in
connection with the Business Combination, if they choose to redeem
shares of Class A
stock, they may still exercise their warrants if the merger is
consummated.
Stefan Selig
FirstName LastNameStefan Selig
Rotor Acquisition Corp.
Comapany
June NameRotor Acquisition Corp.
11, 2021
June 11,
Page 2 2021 Page 2
FirstName LastName
Selected Historical Financial Information of the Company
Consolidated Balance Sheet, page 33
2. We note that you include balance sheet information as of December 31,
2020. Please
expand the disclosure to include balance sheet data as of January 20,
2021 from the
audited balance sheet included in the proxy so the investors can see
the amounts in the
trust following the IPO.
Unaudited Pro Forma Condensed Combined Financial Information, page 38
3. We note in the Subsequent events disclosure for Sarcos on page F-54
that on February 18,
20921, the Sarcos CEO was granted 1 million RSAs that vest over a 15
month period
commencing on the date of the business combination. We also note on
page 200, in April
2021, the Sarcos board of directors amended RSAs to certain executives
that triggers
vesting of the RSAs on the closing of the business combination. While
these costs will be
expensed in the subsequent periods, since it is directly related to
the merger in its vesting,
please disclose this grant in the notes to the pro forma financial
information.
Proposal No. 1 - Approval of the Business Combination
Material U.S. Federal Income Tax Considerations for Holders of Class A Stock,
page 135
4. You state that this section "is a discussion of material U.S. federal
income tax
considerations for holders of our shares of Class A Stock that elect
to have their Class A
Stock redeemed for cash if the Business Combination is completed.
Please revise to
discuss the material tax consequences of the Business Combination to
each company's
stockholders and the company. In this regard, the merger agreement
indicates that the
parties intend for the merger to be tax free under Section 368(a) of
the Internal Revenue
Code. If you believe the business combination will be tax free, please
disclose whether
you received an opinion of counsel that supports this conclusion.
Refer to Section III of
Staff Legal Bulletin No. 19.
Information About Sarcos, page 173
5. Please provide the basis for the statement that Sarcos is a global
technology leader.
Clarify the criteria on which you based this statement, such as
revenue or the number of
customers or market share.
6. Please disclose the assumptions and limitations of your Serviceable
Obtainable Market
which you estimate to be $14.7 billion as of 2020 and grow to $24.8
billion as of 2026.
Stefan Selig
FirstName LastNameStefan Selig
Rotor Acquisition Corp.
Comapany
June NameRotor Acquisition Corp.
11, 2021
June 11,
Page 3 2021 Page 3
FirstName LastName
Sarcos Management's Discussion and Analysis of Financial Condition and Results
of Operations
Overview, page 186
7. We note that your research and development services revenue is derived
mainly from
Small Business Innovation Research (SBIR) contracts. Please expand the
discussion to
clarify what types of contracts are included in the SBIR contracts,
i.e. cost-plus, fixed-fee,
etc.
Components of Results of Operations, page 188
8. We note that you state that sales of your Guardian S and other
commercially available
products represent a de minimus portion of your revenues. Please
revise your disclosure
in light of the $1.1 million increase in revenues from 2019 to 2020
from the sales of
Guardian S products, as disclosed on page 190.
Revenues from Contract with Customers, page 195
9. We note on page 195 that you provide research and development services
under SBIR
contracts that include fixed-price contracts. Please expand the
discussion of fixed-price
contracts to address your accounting policy for loss contracts. Please
also expand your
revenue recognition accounting policy on page F-38 accordingly.
Description of Securities, page 215
10. Please revise to provide a more detailed description of the material
voting rights of the
Class A common stockholders. For example, disclose the circumstances
under which the
Class A common stockholders are entitled to a separate class vote
under Delaware law.
Beneficial Ownership of Securities, page 234
11. Please disclose the natural person or persons who exercise the voting
and/or dispositive
powers with respect to the securities owned by entities such as the
entities affiliated with
DIG Investments XVIII AB and Schlumberger Technology Corporation.
Financial Statements - Sarcos Corp.
Revenues From Contracts With Customers, page F-38
12. We note you derive revenue from the sale of research and development
services and
robotic products. Please provide disaggregated revenue disclosure in
accordance with
ASC 606-10-50-5. Please also expand your MD&A discussion of revenues
and cost of
revenues to separately address each type of revenue.
Stefan Selig
FirstName LastNameStefan Selig
Rotor Acquisition Corp.
Comapany
June NameRotor Acquisition Corp.
11, 2021
June 11,
Page 4 2021 Page 4
FirstName LastName
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Claire DeLabar, Senior Staff Accountant, at (202)
551-3349 or Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions
regarding
comments on the financial statements and related matters. Please contact
Alexandra Barone,
Staff Attorney, at (202) 551-8816 or Jan Woo, Legal Branch Chief, at (202)
551-3453 with any
other questions.
Sincerely,
Division of
Corporation Finance
Office of Technology
cc: Evan D Amico