07/12/2021 | Press release | Archived content

Correspondence (SEC Filing - CORRESP)

July 12, 2021

VIA EDGAR

Alexandra Barone

Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, NE

Washington, D.C. 20549-3561

Re: Rotor Acquisition Corp.

Preliminary Proxy Statement on Schedule 14A

Filed May 14, 2021

File No. 001-39897

Dear Ms. Barone:

On behalf of Rotor Acquisition Corp. (the 'Company'), please find responses to the comments of the staff of the Securities and Exchange Commission (the 'Staff') contained in the Staff's letter dated June 11, 2021 (the 'Comment Letter') with regard to the Preliminary Proxy Statement on Schedule 14A (File No. 001-39897) filed by the Company on May 14, 2021 (the 'Proxy Statement'). The responses are based on information provided to us by the Company. Capitalized terms used but not defined herein have the respective meanings ascribed to them in the Proxy Statement.

Set forth below in italics are the comments contained in the Staff's Comment Letter pertaining to the Proxy Statement. Immediately below each of the Staff's comments is the Company's response to that comment. For the convenience of the Staff's review, each of the numbered paragraphs below corresponds to the numbered comment in the Staff's Comment Letter.

The Company is concurrently providing to the Commission Amendment No. 1 to the Proxy Statement, as filed on EDGAR on the date hereof ('Amendment No. 1'). We have enclosed with a copy of this letter that is being transmitted via overnight courier two copies of Amendment No. 1 in paper format, marked to show changes from the Proxy Statement.

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

Response: The Company acknowledges the Staff's comment and has clarified that holders of public warrants do not have redemption rights in connection with the Business Combination. The Company has further revised this disclosure to clarify that holders of public warrants may still exercise their warrants following the Business Combination even if they choose to redeem their shares of Class A stock. Please see page 18 of Amendment No. 1.

Selected Historical Financial Information of the Company

Consolidated Balance Sheet, page 33

Response: The Company acknowledges the Staff's comment and has revised the Proxy Statement in response to the Staff's comment to expand the disclosure to include balance sheet data as of January 20, 2021 from the audited balance sheet included in the Proxy Statement. Selected Historical Financial Information disclosure has also been updated to include balance sheet information as of March 31, 2021. Please see page 35 of Amendment No. 1.

Unaudited Pro Forma Condensed Combined Financial Information, page 38

Response: The Company acknowledges the Staff's comment and has revised the Proxy Statement to reflect the RSAs grant and vesting thereof in the notes to the pro forma financial information. Please see page 50 of Amendment No. 1.

Proposal No. 1 - Approval of the Business Combination

Material U.S. Federal Income Tax Considerations for Holders of Class A Stock, page 135

Response: The Company acknowledges the Staff's comment and has revised the Proxy Statement in response to the Staff's comment to discuss the material tax consequences of the Business Combination to each company's stockholders and the Company. Please see the disclosure beginning on page 137 of Amendment No. 1.

Information About Sarcos, page 173

Response: The Company respectfully notes that the full statement included in the preliminary proxy statement is that 'Sarcos is a global technology leader for industrial highly dexterous mobile robotics systems for use in dynamic environments' (emphasis added). We acknowledge that Sarcos has not yet recognized significant revenue from its

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core products, and emphasize that the quoted statement instead affirms the leading position of Sarcos' technology in the specific area identified.

Sarcos believes it is a technology leader for industrial highly dexterous mobile robotics systems for use in dynamic environments. The Sarcos engineering and design efforts are led by a highly experienced robotics team with approximately 500 years of cumulative robotics experience, with its core engineering team working together for over 20 years. Sarcos also benefits from $300 million in research and development investment in its proprietary technologies and an extensive patent portfolio. In addition, Sarcos' technology has received several awards and recognitions, some of which are listed below.

Awards and recognition of Sarcos:

Awards and recognition of the Guardian XO:

Information About Sarcos, page 173

Response: The Company acknowledges the Staff's comment and has revised the Proxy Statement in response to the Staff's comment to expand the disclosure to include the assumptions and limitations of the Serviceable Obtainable Market estimates. Please see page 182 of Amendment No. 1.

Sarcos Management's Discussion and Analysis of Financial Condition and Results of Operations

Overview, page 186

Response: The Company acknowledges the Staff's comment and has revised the Proxy Statement to expand the discussion under '-Components of Results of Operations-Revenues' on page 195 of Amendment No. 1 to clarify the types of contracts included in SBIR contracts. The Company has also revised the section titled '-Overview' on page 192 of Amendment No. 1 to include a cross-reference to this discussion and the discussion under the section titled '-Critical Accounting Policies-Revenues from Contracts with Customers-Research and Development Services.' The Company respectfully submits that including the additional disclosure under the section titled 'Components of Results of Operations- Revenue' allows for further detail and discussion while allowing the '-Overview' section to maintain a general view of the business.

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Components of Results of Operations, page 188

Response: The Company acknowledges the Staff's comment and has revised the Proxy Statement to remove the statement on page 195 of the Proxy Statement that revenues from the sales of Guardian S products represent a de minimis portion of Sarcos' revenues.

Revenues from Contract with Customers, page 195

Response: The Company acknowledges the Staff's comment and has revised the Proxy Statement to expand the discussion on the types of contracts including the accounting policy for loss contracts. Sarcos wishes to further clarify that it has never incurred a loss related to fixed price contracts and that, to date, its contracts do not meet the criteria to accrue expected losses on contracts before those losses are incurred. Nevertheless, should Sarcos incur a loss at the contract level, it would recognize the loss in earnings in the period in which the loss would occur. Given this, Sarcos has addressed the provision for loss under Sarcos' accounting policies in the section titled '-Critical Accounting Policies-Revenues from Contracts with Customers-Research and Development Services' on page 206 of Amendment No. 1, and expanded the discussion of Sarcos' revenue recognition accounting policy on pages F-59 and F-83 of Amendment No. 1.

Description of Securities, page 215

Response: The Company acknowledges the Staff's comment and has revised the Proxy Statement to include a more detailed description of the material voting rights of the Class A common stockholders. Please see page 227 of Amendment No. 1.

Beneficial Ownership of Securities, page 234

Response: The Company acknowledges the Staff's comment and has revised the Proxy Statement to disclose the natural persons with voting and/or dispositive powers, if any, with respect to the securities owned by entities. Please see page 246 of Amendment No. 1.

Financial Statements - Sarcos Corp.

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Revenues From Contracts With Customers, page F-38

Response: The Company acknowledges the Staff's comment and has revised the Proxy Statement to reflect Sarcos' disaggregated revenue in accordance with ASC 606-10-50-5 on pages F-60 and F-84 of Amendment No. 1. The Company has also expanded Sarcos' MD&A discussion of revenues to include a discussion regarding each component of revenue under the sections entitled '-Results of Operations-Comparison of the Three Months Ended March 31, 2021 and 2020' and'-Results of Operations-Comparison of the Years Ended December 31, 2020 and 2019' on pages 197 and 199 of Amendment No. 1, respectively.

The Company respectfully submits that Sarcos cannot make a meaningful allocation with respect to overhead costs due to the early-stage nature of its products and the overlap between the costs associated with research and development and products. The Company believes that the disaggregated disclosure of cost of revenues to separately address each type of revenue would not materially enhance the investors' understanding of Sarcos' expenses and operating results at this juncture. The Company believes that, as the nature of Sarcos' products mature in line with commercialization, it will be possible to meaningfully disaggregate cost of revenue.

If the Staff of the SEC has any questions or comments regarding the foregoing, please contact the undersigned, Evan D'Amico of Gibson, Dunn & Crutcher LLP, by telephone at (202) 887-3613 or via email at [email protected].

Sincerely,

/s/ Evan M. D'Amico

Evan M. D'Amico

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