rot-defa14a_20210915.htm


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On August 6, 2021, Rotor Acquisition Corp. (the “Company”) filed with the Securities and Exchange Commission its Definitive Proxy Statement on Schedule 14A (the “Proxy Statement”) and related proxy card (the “Proxy Card”) in respect of the special meeting of stockholders (the “Special Meeting”) in lieu of the 2021 annual meeting of the stockholders of the Company to be held virtually on September 15, 2021, at 10:00 a.m. Eastern Time at https://www.cstproxy.com/rotoracquisition/2021.

On August 28, 2021, the Company, Merger Sub and Sarcos entered into Amendment No. 1 (“Amendment No. 1”) to the Agreement and Plan of Merger (as amended, the “Merger Agreement”), dated April 5, 2021, by and among the Company, Rotor Merger Sub Corp., a Delaware corporation and a direct, wholly-owned subsidiary of the Company (“Merger Sub”), and Sarcos Corp., a Utah corporation (“Sarcos”), pursuant to which the parties thereto agreed to condition the satisfaction of the condition related to the Company’s stockholders’ approval of the Second Amended and Restated Certificate of Incorporation upon the receipt of the affirmative vote of holders of a majority of the shares of the Company’s Class A Common Stock and holders of a majority of the shares of the Company’s Class B Common Stock, in each case voting as a separate class. A copy of Amendment No. 1 is attached hereto as Annex A.

The Company is supplementing the Proxy Statement (the “Supplement”) as set forth herein to (i) reflect certain changes with respect to the requisite vote to approve Proposal No. 3 (the Charter Approval Proposal) to reflect the agreement of the parties to the Merger Agreement as set forth in Amendment No. 1 and (ii) correct a clerical error in the Proxy Statement and Proxy Card regarding certain references to the proposed number of shares of Common Stock the post-combination company will be authorized to issue. No changes or other updates are being made to the Proxy Statement except as set forth herein. Capitalized terms used but not defined in the Supplement have the meanings ascribed thereto in the Proxy Statement.

At the Special Meeting, the Company’s stockholders are being asked, among other things, in Proposal No. 3 to adopt the Second Amended and Restated Certificate of Incorporation of the Company in the form attached to the Proxy Statement as Annex B. As disclosed in the Proxy Statement, approval of the Charter Approval Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Common Stock entitled to vote thereon at the Special Meeting (the “Previously Disclosed Voting Standard”).

Pursuant to the terms of Amendment No. 1, it is now a mutual closing condition that, in addition to the approval required by the Previously Disclosed Voting Standard, the holders of a majority of the Class A Common Stock and the holders of a majority of the Class B Common Stock, each voting as a separate class, vote “FOR” the Charter Approval Proposal.

Attached hereto as Annex B are updated provisions of the Proxy Statement reflecting the additional approvals required with respect to the Charter Approval Proposal, as agreed by the parties to the Merger Agreement pursuant to Amendment No. 1, with revisions shaded in grey and marked as bolded and underlined text. We have attached as Annex C a revised Proposal No. 3, amended and restated in its entirety, with revisions shaded in grey and marked as bolded underlined text and deletions with strikethrough text.

At the Special Meeting, the Company’s stockholders are being asked to, among other things, in Proposals No. 3 and 4A, approve and authorize an increase in the number of shares of Common Stock the post-combination company is authorized to issue. The Proxy Statement on pages 148 and 151 and the Proxy Card in Proposal No. 4A errantly stated that the Company was seeking the authorization for the post-combination company to issue up to 990 billion shares

of Common Stock when the Company is actually seeking the authorization for the post-combination company to issue up to 990 million shares of Common Stock, as correctly outlined elsewhere in the Proxy Statement in the discussion of the post-combination company’s securities in the sections entitled “Description of Securities” and “Comparison of Stockholder Rights” on pages 228 on 240, respectively, and in Article IV of the form of proposed Second Amended and Restated Certificate of Incorporation attached as Annex B to the Proxy Statement.

Attached hereto as Annex C are updated versions of Proposal No. 3 and Proposal No. 4, amended and restated in their entirety, to correct the clerical error, with revisions shaded in grey and marked as bolded underlined text and deletions with strikethrough text. Also included with this Supplement is an updated version of the Proxy Card correcting the description of Proposal 4A to reference the correct number of shares of Common Stock proposed to be authorized for issuance by the post-combination company.

Please read the Proxy Statement and the Supplement in their entirety, as together they contain information that is important to your decisions in voting at the Special Meeting.

The enclosed form of revised Proxy Card permits you to submit your proxy for all of the proposals outlined in the Proxy Statement, as updated by the Supplement, and, if submitted, will replace any previously submitted proxy in connection with the Special Meeting. If you have not yet voted, please vote promptly by submitting your proxy by completing the revised Proxy Card included with this Supplement in its entirety, and signing, dating and returning it in the enclosed envelope or voting over the internet by following the instructions set forth in the Proxy Statement and the enclosed revised Proxy Card. For stockholders who have already voted, a previous vote in favor of either or both of Proposal Nos. 3 and 4A will be counted as a vote in favor of such proposal(s), as corrected, and a previous vote against either or both of Proposal Nos. 3 and 4A will be counted as a vote against such proposal(s), unless, in each case, the original proxy is revoked by the stockholder, which can be done by submitting a new proxy. Also please note that votes previously submitted with respect to Proposal No. 1 will be voted as previously directed (or FOR Proposal No. 1 if no direction has been provided) with respect to Proposal No. 1, which the Company and proxy holder will treat as referring to the Merger Agreement as amended by Amendment No. 1, unless the original proxy is revoked by the stockholder, which can be done by submitting a new proxy. We encourage you to submit your proxy so that your shares will be represented and voted at the Special Meeting, whether or not you can attend. This Supplement and the updated proxy card are first being mailed to stockholders on or about August 30, 2021.

Voting by Mail. You can vote your shares by completing, signing, dating and returning the enclosed Proxy Card in the postage-paid envelope provided. By signing the Proxy Card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the Proxy Card to vote your shares at the Special Meeting in the manner you indicate. We encourage you to sign and return the Proxy Card even if you plan to attend the Special Meeting so that your shares will be voted if you are unable to attend the Special Meeting. If you receive more than one Proxy Card, it is an indication that your shares are held in multiple accounts. Please sign and return all Proxy Cards to ensure that all of your shares are voted. If you sign and return the Proxy Card but do not give instructions on how to vote your shares, your shares of our Common Stock will be voted ”FOR” each of the proposals. Our Board recommends voting “FOR” the Business Combination Proposal, “FOR” the NYSE Proposal, “FOR” the Charter Approval Proposal, “FOR” the Governance Proposals, “FOR” each nominee in the Director Election Proposal, “FOR” the Incentive Plan Proposal, “FOR” the Employee Stock Purchase Plan Proposal and “FOR” the Adjournment Proposal. Votes submitted by mail must be received by 5:00 p.m. Eastern Time the business day prior to the Special Meeting.

Voting at the Virtual Meeting. The Special Meeting is a virtual stockholder meeting conducted exclusively via a live audio webcast at https://www.cstproxy.com/rotoracquisition/2021. To be admitted to the virtual Special Meeting, go to the webcast URL and enter your unique control number that is printed on your Proxy Card. Stockholders participating in the virtual meeting will be in a listen-only mode and will not be able to speak during the webcast. However, in order to maintain the interactive nature of the virtual meeting, 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. You may vote during the Special Meeting by following the instructions available on the meeting website during the meeting. For technical assistance during the meeting, you can contact Continental Stock Transfer & Trust Company

for assistance at (917) 262-2373, or via email at proxy@continentalstock.com. For additional information, please see the section entitled “Special Meeting of Company Stockholders” in the Proxy Statement.

The Company files reports, proxy statements and other information with the SEC as required by the Exchange Act. You can read the Company’s SEC filings, including the Proxy Statement, Proxy Card and this Supplement, over the Internet at the SEC’s website at www.sec.gov.

If you would like additional copies of the Proxy Statement or this Supplement, or if you have questions about the Business Combination or the proposals to be presented at the Special Meeting, you should contact the Company at the following address and telephone number:

You may also obtain these documents by requesting them in writing or by telephone from the Company’s proxy solicitation agent at the following address and telephone number:

If you are a stockholder of the Company and would like to request documents, please do so by September 13, 2021 (two business days prior to the Special Meeting), in order to receive them before the Special Meeting. If you request any documents from the Company, the Company will mail them to you by first class mail, or another equally prompt means.

THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment No. 1”), dated as of August 28, 2021 is by and among Rotor Acquisition Corp., a Delaware corporation (“Rotor”), Rotor Merger Sub Corp., a Delaware corporation and a wholly owned Subsidiary of Rotor (“Merger Sub”), and Sarcos Corp., a Utah corporation (the “Company”) (collectively, the “Parties” and each, a “Party”). Capitalized terms used but not otherwise defined in this Amendment No. 1 shall have respective meanings ascribed to such terms in the Merger Agreement (as defined below).

WHEREAS, the Parties previously entered into the Agreement and Plan of Merger, dated as of April 5, 2021 (the “Merger Agreement”); and

WHEREAS, the Parties desire to amend certain provisions of the Merger Agreement (pursuant to and in accordance with Section 8.3 of the Merger Agreement), on the terms and subject to the conditions set forth in this Amendment No. 1.

NOW, THEREFORE, in consideration of the premises and mutual promises set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties, each intending to be legally bound, hereby agree as follows:

1. The definition of the term “Rotor Stockholder Approval” in Section 1.1 is amended and restated in its entirety to read as follows:

“Rotor Stockholder Approval” means the approval of each Transaction Proposal, at the Rotor Stockholders Meeting in accordance with the DGCL, the Governing Documents of Rotor, and the NYSE rules and regulations; provided that in addition to the foregoing, the Parties agree that for the Transaction Proposal contemplated by Section 5.10(a)(E) in respect of the Amended and Restated Charter of Rotor, in the form included in Exhibit H (or with such changes as were reasonably approved by the Company and Rotor), Rotor will obtain the additional approvals contemplated by Section 6.1(h).”

“(h) The Transaction Proposal contemplated by Section 5.10(a)(E) in respect of the Amended and Restated Charter of Rotor, in the form included in Exhibit H (or with such changes as were reasonably approved by the Company and Rotor), shall have been approved by (i) the holders of a majority of the issued and outstanding Rotor Class A Shares and (ii) the holders of a majority of the issued and outstanding Rotor Class B Shares, in each case voting as a separate class, and such approval shall remain in full force and effect.”

The terms, conditions and provisions of the Merger Agreement, as amended by this Amendment No. 1, remain in full force and effect. This Amendment No. 1 shall be governed by, and otherwise construed in accordance with, the terms of the Merger Agreement, as though the other provisions of this Amendment No. 1 were set forth in the Merger Agreement. This Amendment No. 1 may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. The use of electronic signatures and electronic records (including, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the Delaware Uniform Electronic Transactions Act and any other applicable law. Minor variations in the form of the signature page, including footers from earlier versions of this Amendment No. 1 or any such other document, shall be disregarded in determining the party’s intent or the effectiveness of such signature.

IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 1 as of the date first written above.

The final paragraph to the Company’s “Notice of Special Meeting in lieu of the 2021 Annual Meeting of the Stockholders” is amended and restated in its entirety as follows (new text in bold, underlined and highlighted in grey):

“The presence, virtually or by proxy, at the Special Meeting of the holders of shares of outstanding Common Stock of the Company representing a majority of the voting power of all outstanding shares of Common Stock entitled to vote at the Special Meeting shall constitute a quorum in order to conduct business at the Special Meeting. Approval of each of the Business Combination Proposal, the NYSE Proposal, the Governance Proposals, the Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal and the Adjournment Proposal requires the affirmative vote of the holders of a majority of our outstanding shares of Common Stock present, represented virtually or by proxy and entitled to vote at the Special Meeting. Approval of the Charter Approval Proposal requires the affirmative vote of holders of a majority of our outstanding shares of Common Stock entitled to vote thereon at the Special Meeting; in accordance with the Merger Agreement, the parties to the Merger Agreement are also requiring that the Charter Approval Proposal is adopted and approved by the affirmative vote of holders of a majority of the outstanding shares of Class A Common Stock and holders of a majority of the outstanding shares of Class B Common Stock, in each case voting as a separate class (it being noted that if such vote is obtained, any applicable separate quorum requirement, if any, would necessarily be satisfied). Directors in the Director Election Proposal are elected by a plurality of the votes cast by the holders of our outstanding shares of Class B Common Stock represented virtually or by proxy and entitled to vote thereon at the Special Meeting (pursuant to our Amended and Restated Certificate of Incorporation, holders of Class A Common Stock are not entitled to vote on the Director Election Proposal); this means that the eight individuals nominated for election to the Board who receive the most “FOR” votes will be elected. The Board unanimously recommends that you vote “FOR” each of these proposals.”

The second paragraph under the heading “Q. Why is the Company proposing the Charter Approval Proposal?” on page 9 of the Proxy Statement is amended and restated in its entirety as follows (new text in bold, underlined and highlighted in grey):

“Approval of the Charter Approval Proposal is conditioned on the approval of the Cross-Conditioned Proposals at the Special Meeting. Approval of the Charter Approval Proposal requires the affirmative vote of holders of a majority of our outstanding shares of Common Stock entitled to vote thereon at the Special Meeting; in accordance with the Merger Agreement, the parties to the Merger Agreement are also requiring that the Charter Approval Proposal is adopted and approved by the affirmative vote of holders of a majority of the outstanding shares of Class A Common Stock and holders of a majority of the outstanding shares of Class B Common Stock, in each case voting as a separate class.”

The fourth paragraph under the heading “Q. What vote is required to approve the proposals presented at the Special Meeting?” on page 11 of the Proxy Statement is amended and restated in its entirety as follows (new text in bold, underlined and highlighted in grey):

“The approval of the Charter Approval Proposal requires the affirmative vote of holders of a majority of the voting power of our outstanding shares of Common Stock entitled to vote thereon at the Special Meeting. In accordance with the Merger Agreement, the parties to the Merger Agreement are also requiring that the Charter Approval Proposal is adopted and approved by the affirmative vote of holders of a majority of our outstanding shares of Class A Common Stock and holders of a majority of our outstanding shares of Class B Common Stock, in each case voting as a separate class. Accordingly, a Company stockholder’s failure to vote by proxy or to vote virtually at the Special Meeting, as well as a properly executed proxy marked “ABSTAIN” and a broker non-vote will have the same effect as a vote “AGAINST” such Charter Approval Proposal.”

The third paragraph under the heading “Quorum and Required Vote for Proposals for the Special Meeting” on page 29 of the Proxy Statement is amended and restated in its entirety as follows (new text in bold, underlined and highlighted in grey):

The approval of the Charter Approval Proposal requires the affirmative vote of holders of a majority of our outstanding shares of Common Stock entitled to vote thereon at the Special Meeting. In accordance with the Merger Agreement, the parties to the Merger Agreement are also requiring that the Charter Approval Proposal is adopted and approved by the affirmative vote of holders of a majority of our outstanding shares of Class A Common Stock and holders of a majority of our outstanding shares of Class B Common Stock, in each case voting as a separate class (it being noted that if such vote is obtained, any applicable separate quorum requirement, if any, would necessarily be satisfied). Accordingly, a Company stockholder’s failure to vote by proxy or to vote virtually at the Special Meeting, as well as a properly executed proxy marked “ABSTAIN” or broker non-vote, will have the same effect as a vote “AGAINST” such Charter Approval Proposal.

The third paragraph under the heading “Quorum and Required Vote for Proposals for the Special Meeting” on page 100 of the Proxy Statement is amended and restated in its entirety as follows (new text in bold, underlined and highlighted in grey):

The first paragraph under the heading “General Description of the Merger Agreement and Consideration to the Sarcos Equity Holders” on page 105 of the Proxy Statement is amended and restated in its entirety as follows (new text in bold, underlined and highlighted in grey):

“On April 5, 2021, the Company entered into the Merger Agreement with Merger Sub and Sarcos, pursuant to which, among other things and subject to the terms and conditions contained in the Merger Agreement, the Company will acquire Sarcos. On August 28, 2021, the Company entered into Amendment No. 1 to the Merger Agreement, which provides that satisfaction of the condition related to Rotor stockholders’ approval of the Charter Approval Proposal will also require the affirmative vote of holders of a majority of the outstanding shares of Class A Common Stock and holders of a majority of the outstanding shares of Class B Common Stock, in each case voting as a separate class. After giving effect to the Business Combination, Sarcos will continue as a subsidiary of the Company and the Sarcos Equity Holders will hold a portion of or the right to acquire a portion of the Company’s Common Stock.”

The fourth bullet under the heading “Conditions to Closing of the Business Combination” on page 107 of the Proxy Statement is amended and restated in its entirety as follows (new text in bold, underlined and highlighted in grey):

“approval of the Business Combination Proposal, the NYSE Proposal, the Charter Approval Proposal, the Director Election Proposal, the Incentive Plan Proposal and the Employee Stock Purchase Plan Proposal at the Special Meeting and such approvals remain in full force and effect; provided further that the Charter Approval Proposal is also approved by the affirmative vote of (i) holders of a majority of outstanding shares of Class A Common Stock and (ii) holders of a majority of outstanding shares of Class B Common Stock, in each case voting as a separate class;”

A new paragraph is inserted at the end of the section entitled “Background of the Business Combination” on page 125 of the Proxy Statement as follows (new text in bold, underlined and highlighted in grey):

“On August 6, 2021, the Company received a demand letter from a law firm, representing a purported Rotor stockholder, alleging that the DGCL would require approval of Proposal No. 3 by the affirmative vote of holders of a majority of the outstanding shares of Class A Common Stock voting as a separate class. Without acknowledging or conceding the propriety of the demand, to avoid both uncertainty and potential delay, the Company has determined to propose amending the Merger Agreement to provide for this additional vote, as well as a separate class vote by the holders of a majority of the outstanding shares of Class B Common Stock.

On August 19, 2021, Gibson Dunn sent representatives of WSGR a draft of a potential amendment to the Merger Agreement (“Amendment No. 1”) providing for an additional mutual closing condition that approval of Proposal No. 3 would also require the affirmative vote of holders of a majority of the outstanding shares of Class A Common Stock and holders of a majority of the outstanding shares of Class B Common Stock, in each case voting as a separate class. Between August 19 and 26, 2021, representatives of Gibson Dunn and WSGR exchanged drafts and correspondence.

On August 23, 2021, the Board convened a meeting to discuss a supplement to the proxy statement (the “Proxy Supplement”) and Amendment No. 1. At the meeting, Gibson Dunn provided an overview of the voting standard set forth in the proxy statement and Merger Agreement and described the modifications set forth in Amendment No. 1 and the Proxy Supplement. The Special Committee then met separately to consider the Proxy Supplement and Amendment No. 1. On August 27, the Special Committee executed a unanimous written consent pursuant to which it (i) determined that Amendment No. 1 is in the best interest of the Company and its stockholders, and (ii) recommended that the Board approve and declare advisable Amendment No. 1. Later on August 27, the Board executed a unanimous written consent pursuant to which it (i) determined that Amendment No. 1 is in the best interest of the Company and its stockholders, and (ii) approved and declared advisable Amendment No. 1.

On August 28, 2021, the Company, Merger Sub and Sarcos entered into Amendment No. 1.”

The first paragraph under the heading “Vote Required for Approval” on page 150 of the Proxy Statement is amended and restated in its entirety as follows (new text in bold, underlined and highlighted in grey):

The Charter Approval Proposal will be adopted and approved only if the holders of a majority of our outstanding shares of Common Stock entitled to vote thereon at the Special Meeting vote “FOR” the Charter Approval Proposal. In accordance with the Merger Agreement, the parties to the Merger Agreement are also requiring that the Charter Approval Proposal is adopted and approved by the affirmative vote of holders of a majority of our outstanding shares of Class A Common Stock and holders of a majority of our outstanding shares of Class B Common Stock, in each case voting as a separate class (it being noted that if such vote is obtained, any applicable separate quorum requirement, if any, would necessarily be satisfied). Accordingly, a Company stockholder’s failure to vote by proxy or to vote virtually at the Special Meeting, as well as an abstention from voting or broker non-vote will have the same effect as a vote “AGAINST” the Charter Approval Proposal.

PROPOSAL NO. 3 – APPROVAL OF THE Second Amended and Restated Certificate of Incorporation

Our stockholders are also being asked to adopt the Second Amended and Restated Certificate of Incorporation in the form attached hereto as Annex B, which, in the judgment of our Board, will address the needs of the post-combination company.

The following is a summary of the key changes effected by the Second Amended and Restated Certificate of Incorporation, but this summary is qualified in its entirety by reference to the full text of the Second Amended and Restated Certificate of Incorporation, a copy of which is included as Annex B:

Increase in Authorized Stock: Provide for a single class of common stock of the post-combination company, entitled to one vote for each share of Common Stock held of record by such holder on all matters on which stockholders generally are entitled to vote (other than certain amendments relating to preferred stock) and provide for a capital structure of the post-combination company that will enable it to continue as an operating company governed by the DGCL. The capital structure of the Company will be changed from (i) 70,000,000 Class A Common Stock, 12,500,000 Class B Common Stock and 1,000,000 preferred stock, each par value $0.0001 per share, to (ii) 990,000,000~~,000~~ shares of Common Stock and 10,000,000 shares of preferred stock, each par value $0.0001 per share.

Adoption of Supermajority Vote Requirement to Amend the Second Amended and Restated Certificate of Incorporation: Require at least 66 2/3% of the voting power of all the then-outstanding shares of capital stock entitled to vote generally in the election of directors will be required for stockholders, voting as a single class, for the amendment, repeal or modification of (i) the provisions of Section 3 of Article IV (Preferred Stock Designation), Section 2 of Article V (Board Classification), Article VI (Director Removal, New Directorships and Director Vacancies), Section 5 of Article VII (Director Election by Written Ballot), Article VIII (Stockholder Special Meetings) or Article XI (Amendment) or (ii) any provision inconsistent with any provision of the Amended and Restated Bylaws of the post-combination company.

The Board’s reasons for proposing each of these amendments to the certificate of incorporation are set forth below.

Adoption of Supermajority Vote Requirement to Amend the Second Amended and Restated Certificate of Incorporation: The current certificate of incorporation of the Company generally may not be amended without an affirmative vote of a majority of all the then-outstanding shares of capital stock, voting as a single class, subject to certain heightened voting standards with respect to amendments to certain initial business combination provisions. The Second Amended and Restated Certificate of Incorporation would require at least 66 2/3% of the voting power of all the then-outstanding shares of capital stock, voting as a single class, for the amendment, repeal or modification of (i) the provisions of Section 3 of Article IV (Preferred Stock Designation), Section 2 of Article V (Board Classification), Article VI (Director Removal, New Directorships and Director Vacancies), Section 5 of Article VII (Director Election by Written Ballot), Article VIII (Stockholder Special Meetings) or Article XI (Amendment) or (ii) any provision inconsistent with any provision of the Amended and Restated Bylaws of the post-combination company. The amendments are intended to protect the Amended and Restated Bylaws and certain key provisions of the Second Amended and Restated Certificate of Incorporation of the post-combination company from arbitrary amendment and to prevent a simple majority of stockholders from taking actions that may be harmful to other stockholders or making changes to provisions that are intended to protect all stockholders.

Removal of Directors: The current certificate of incorporation of the Company provides that before a Business Combination, only holders of Founder Shares may remove a director, with or without cause, and that holders of public shares have no right to vote on the election or removal of any director. Under the DGCL, unless a company’s certificate of incorporation provides otherwise, removal of a director only for cause is automatic with a classified board. The Second Amended and Restated Certificate of Incorporation of the post-combination company permits the removal of a director only for cause and only by the affirmative vote of the holders of at least at least 66 2/3% of the voting power of the stock outstanding and entitled to vote thereon. The Company’s board of directors believes that such a standard will (i) increase board continuity and the likelihood that experienced board members with familiarity of the post-combination company’s business operations would serve on the board at any given time and (ii) make it more difficult for a potential acquiror or other person, group or entity to gain control of the post-combination company’s board of directors.

Action by Written Consent of Stockholders: The current certificate of incorporation of the Company provides that before a Business Combination, stockholders may act by written consent in accordance with the DGCL. The Second Amended and Restated Certificate of Incorporation of the post-combination company would remove this right. Eliminating the right of stockholders to act by written consent limits the circumstances under which stockholders can act on their own initiative to remove directors, or alter or amend the post-combination company’s organizational documents outside of a duly called special or annual meeting of the stockholders of the post-combination company. Further, the Company’s board of directors believes continuing to limit stockholders’ ability to act by written consent will (i) reduce the time and effort our board of directors and management would need to devote to stockholder proposals, which time and effort could

distract our directors and management from other important company business and (ii) facilitate transparency and fairness by allowing all stockholders to consider, discuss, and vote on pending stockholder actions. In addition, the elimination of the stockholders’ ability to act by written consent may have certain anti-takeover effects by forcing a potential acquirer to take control of the board of directors only at a duly called special or annual meeting. However, this proposal is not in response to any effort of which the Company is aware to obtain control of the post-combination company, and the Company and its management do not presently intend to propose other anti-takeover measures in future proxy solicitations. Further, the Company’s board of directors does not believe that the effects of the elimination of stockholder action by written consent will create a significant impediment to a tender offer or other effort to take control of the post-combination company. Inclusion of these provisions in the Second Amended and Restated Certificate of Incorporation of the post-combination company might also increase the likelihood that a potential acquirer would negotiate the terms of any proposed transaction with the board of directors and thereby help protect stockholders from the use of abusive and coercive takeover tactics.

Provisions Related to Status as Blank Check Company: The Company’s board of directors believes that making corporate existence perpetual is desirable to reflect the Business Combination with Sarcos. The elimination of certain provisions related to the Company’s status as a blank check company is desirable because these provisions will serve no purpose following the Business Combination. For example, the Second Amended and Restated Certificate of Incorporation of the post-combination company does not include the requirement to dissolve the post-combination company and allow it to continue as a corporate entity with perpetual existence following consummation of the Business Combination. Perpetual existence is the usual period of existence for public corporations, and the Company’s board of directors believes it is the most appropriate period for the post-combination company following the Business Combination. In addition, certain other provisions in the Company’s current organizational documents require that proceeds from the Company’s initial public offering be held in the trust account until a business combination or liquidation of the Company has occurred. These provisions cease to apply once the Business Combination is consummated and are therefore not included in the Second Amended and Restated Certificate of Incorporation of the post-combination company.

The Charter Approval Proposal will be adopted and approved only if the holders of a majority of our outstanding shares of Common Stock entitled to vote thereon at the Special Meeting vote “FOR” the Charter Approval Proposal. In accordance with the Merger Agreement, the parties to the Merger Agreement are also requiring that the Charter Approval Proposal is adopted and approved by the affirmative vote of holders of a majority of our outstanding shares of Class A Common Stock and holders of a majority of our outstanding shares of Class B Common Stock, of our outstanding shares of Class A Common Stock and hold in each case voting as a separate class. Accordingly, a Company stockholder’s failure to vote by proxy or to vote virtually at the Special Meeting, as well as an abstention from voting or broker non-vote will have the same effect as a vote “AGAINST” the Charter Approval Proposal.

Unless waived by the parties to the Merger Agreement, the closing of the Business Combination is conditioned on the approval of the Business Combination Proposal, the NYSE Proposal, the Charter Approval Proposal, the Director Election Proposal, the Incentive Plan Proposal and the Employee Stock Purchase Plan Proposal at the Special Meeting. This Proposal No. 3 is conditioned on the approval of the Business Combination Proposal and the NYSE Proposal. If each of the Business Combination Proposal and the NYSE Proposal is not approved, this Proposal No. 3 will have no effect, even if approved by our stockholders. It is important for you to note that in the event that any of the Cross-Conditioned Proposals is not approved at the Special Meeting, then the Company will not consummate the Business Combination.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” PROPOSAL NO. 3.

PROPOSALS NO. 4A THROUGH 4D – APPROVAL OF CERTAIN GOVERNANCE PROVISIONS IN THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

Our stockholders are also being asked to vote on a separate proposal with respect to certain governance provisions in the Second Amended and Restated Certificate of Incorporation, which are separately being presented in accordance with SEC guidance and which will each be voted upon on a non-binding advisory basis. In the judgment of our Board, these provisions will address the needs of the post-combination company. Accordingly, regardless of the outcome of the non-binding advisory vote on these proposals, the Company and parties to the Merger Agreement intend that the Second Amended and Restated Certificate of Incorporation in the form set forth on Annex B will take effect upon consummation of the Business Combination.

The Second Amended and Restated Certificate of Incorporation of the post-combination company will provide for a single class of common stock of the post-combination company, entitled to one vote for each share of Common Stock held of record by such holder on all matters on which stockholders generally are entitled to vote (other than certain amendments relating to preferred stock) and provide for a capital structure of the post-combination company that will enable it to continue as an operating company governed by the DGCL. The capital structure of the Company will be changed from (i) 70,000,000 Class A Common Stock, 12,500,000 Class B Common Stock and 1,000,000 preferred stock, each par value $0.0001 per share, to (ii) 990,000,000~~,000~~ shares of Common Stock and 10,000,000 shares of preferred stock, each par value $0.0001 per share.

The Board believes this amendment will provide us with increased flexibility in meeting future corporate needs and requirements by providing additional authorized shares of Common Stock and preferred stock, which will be available for issuance from time to time as determined by the post-combination board of directors for any proper corporate purpose including additional equity financings without the expense and delay associated with a special stockholders’ meeting, except where required by applicable rules, regulations and laws.

Proposal No. 4B: Adoption of Supermajority Vote Requirement to Amend the Second Amended and Restated Certificate of Incorporation

The Second Amended and Restated Certificate of Incorporation of the post-combination company will require at least 66 2/3% of the voting power of all the then-outstanding shares of capital stock entitled to vote generally in the election of directors will be required for stockholders, voting as a single class, for the amendment, repeal or modification of (i) the provisions of Section 3 of Article IV (Preferred Stock Designation), Section 2 of Article V (Board Classification), Article VI (Director Removal, New Directorships and Director Vacancies), Section 5 of Article VII (Director Election by Written Ballot), Article VIII (Stockholder Special Meetings) or Article XI (Amendment) or (ii) any provision inconsistent with any provision of the Amended and Restated Bylaws of the post-combination company.

The current certificate of incorporation of the Company generally may not be amended without an affirmative vote of a majority of all the then-outstanding shares of capital stock, voting as a single class, subject to certain heightened voting standards with respect to amendments to certain initial business combination provisions. The Second Amended and Restated Certificate of Incorporation would require at least 66 2/3% of the voting power of all the then-outstanding shares of capital stock, voting as a single class, for the amendment, repeal or modification of (i) the provisions of Section 3 of Article IV (Preferred Stock Designation), Section 2 of Article V (Board Classification), Article VI (Director Removal, New Directorships and Director Vacancies), Section 5 of Article VII (Director Election by Written Ballot), Article VIII (Stockholder Special Meetings) or Article XI (Amendment) or (ii) any provision

inconsistent with any provision of the Amended and Restated Bylaws of the post-combination company. The amendments are intended to protect the Amended and Restated Bylaws and certain key provisions of the Second Amended and Restated Certificate of Incorporation of the post-combination company from arbitrary amendment and to prevent a simple majority of stockholders from taking actions that may be harmful to other stockholders or making changes to provisions that are intended to protect all stockholders.

The Second Amended and Restated Certificate of Incorporation of the post-combination company will provide that subject to the rights of the holders of any outstanding series of preferred stock, any director, or the entire post-combination company’s board of directors, may be removed, for cause, by the affirmative vote of at least 66 2/3% of the voting power of the stock outstanding and entitled to vote thereon.

The current certificate of incorporation of the Company provides that before a Business Combination, only holders of Founder Shares may remove a director, with or without cause, and that holders of public shares have no right to vote on the election or removal of any director. Under the DGCL, unless a company’s certificate of incorporation provides otherwise, removal of a director only for cause is automatic with a classified board. The Second Amended and Restated Certificate of Incorporation of the post-combination company permits the removal of a director only for cause and only by the affirmative vote of the holders of at least at least 66 2/3% of the voting power of the stock outstanding and entitled to vote thereon. The Company’s board of directors believes that such a standard will (i) increase board continuity and the likelihood that experienced board members with familiarity of the post-combination company’s business operations would serve on the board at any given time and (ii) make it more difficult for a potential acquiror or other person, group or entity to gain control of the post-combination company’s board of directors.

The Second Amended and Restated Certificate of Incorporation of the post-combination company will eliminate the right of stockholders to act by written consent.

The current certificate of incorporation of the Company provides that before a Business Combination, stockholders may act by written consent in accordance with the DGCL. The Second Amended and Restated Certificate of Incorporation of the post-combination company would remove this right. Eliminating the right of stockholders to act by written consent limits the circumstances under which stockholders can act on their own initiative to remove directors, or alter or amend the post-combination company’s organizational documents outside of a duly called special or annual meeting of the stockholders of the post-combination company. Further, the Company’s board of directors believes continuing to limit stockholders’ ability to act by written consent will (i) reduce the time and effort our board of directors and management would need to devote to stockholder proposals, which time and effort could distract our directors and management from other important company business and (ii) facilitate transparency and fairness by allowing all stockholders to consider, discuss, and vote on pending stockholder actions. In addition, the elimination of the stockholders’ ability to act by written consent may have certain anti-takeover effects by forcing a potential acquirer to take control of the board of directors only at a duly called special or annual meeting. However, this proposal is not in response to any effort of which the Company is aware to obtain control of the post-combination company, and the Company and its management do not presently intend to propose other anti-takeover measures in future proxy solicitations. Further, the Company’s board of directors does not believe that the effects of the elimination of stockholder action by written consent will create a significant impediment to a tender offer or other effort to take control of the post-combination company. Inclusion of these provisions in the Second Amended and Restated Certificate of Incorporation of the post-combination company might also increase the likelihood that a potential acquirer would negotiate the terms of any proposed transaction with the board of directors and thereby help protect stockholders from the use of abusive and coercive takeover tactics.

Proposals No. 4A through 4D will be adopted and approved only if the holders of at least a majority of our outstanding shares of Common Stock represented virtually or by proxy and entitled to vote thereon at the Special Meeting, vote “FOR” Proposals No. 4A through 4D. Assuming a valid quorum is established, a Company stockholder’s failure to vote by proxy or to vote virtually at the Special Meeting, as well as a broker non-vote with regard to the Governance Proposals, will have no effect on the Governance Proposals. A properly executed proxy marked “ABSTAIN” with respect to a Governance Proposal will have the same effect as a vote “AGAINST” such Governance Proposal.

As discussed above, a vote to approve each of the Proposals No. 4A through 4D is an advisory vote, and therefore, is not binding on the Company, Sponsor or their respective boards of directors. Accordingly, regardless of the outcome of the non-binding advisory vote, the Company and Sponsor intend that the proposed Second Amended and Restated Certificate of Incorporation, in the form set forth on Annex B and containing the provisions noted above, will take effect at consummation of the Business Combination, assuming adoption of Proposal No. 3.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
OUR STOCKHOLDERS VOTE “FOR” PROPOSALS NOS. 4A, 4B, 4C and 4D.

YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. Vote by Internet - QUICK *** EASY IMMEDIATE - 24 Hours a Day, 7 Days a Week or by Mail Your Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card. Votes submitted electronically over the Internet must be received by 11:59 p.m., Eastern Time, on September 14, 2021. INTERNET - www.cstproxyvote.com and Supplement to Proxy Statement dated August [ 2021 Use the Internet to vote your proxy. Have your proxy card available when you access the above website. Follow the prompts to vote your shares. |T| ImmJ jn] Vote at the Meeting - ROTOR ACQUISITION CORP. If you plan to attend the virtual online special meeting, you will need your 12 digit control number to vote electronically at the special meeting. To attend: https://www.cstproxy.com/ rotoracquisition/2021 PLEASE DO NOT RETURN THE PROXY CARD IF YOU ARE VOTING ELECTRONICALLY. ▲ FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED ▲ ROTOR ACQUISITION CORP. THIS PROXY IS SOLIpTED BY THE BOARD OF DIRECTORS FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON SEPTEMBER 15, 2021 The undersigned, revoking any previous proxies relating to these shares, hereby acknowledges receipt of the Notice of Special Meeting of Stockholders (the "Special Meeting") and accompanying Proxy Statement, dated August 6, 2021, and Supplement to Proxy Statement dated August 30, 2021 in connection with the Special Meeting to be held virtually at https://www.cstproxy.com/rotoracquisition/2021 on September 15, 2021 at 10:00 a.m. Eastern daylight time, and hereby appoints Stefan Selig (with full power to act alone), the attorney- in-fact and proxy of the undersigned, with full power of substitution/to vote all shares of Rotor Acquisition Corp. (the "Company"), registered in the name provided, which the undersigned is entitled to vote at the Special Meeting, and at any adjournments or postponements thereof, with all the powers the undersigned would have if personally present. Without limiting the general authorization hereby given, said proxy is instructed to vote or act as follows on the proposals set forth in the accompanying Proxy Statement. MAIL - Mark, sign and date your proxy card and return it in the postage-paid envelope provided. THE SHARES OF COMMON STOCK REPRESENTED BY THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" EACH PROPOSAL. THE BOARD RECOMMENDS A VOTE "FOR" ALL PROPOSALS. PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY. (Continued and to be marked, dated and signed on reverse side)

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to be held on September 15, 2021 This notice of meeting and the accompanying Proxy Statement are available at: https://www.cstproxy.com/rotoracquisition/2021 PROXY CARD ROTOR ACQUISITION CORP. — THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS 1 THROUGH 8. Proposal No. 1 – Business Combination Proposal Proposal to adopt the Merger Agreement, dated as of April 5, 2021 (as amended from time to time), by and among the Company, Rotor Merger Sub Corp., a wholly owned subsidiary of the Company (“Merger Sub”), and Sarcos Corp. (“Sarcos”), a copy of which is attached as Annex A to the Proxy Statement, and approve the transactions contemplated thereby, including the merger of Sarcos with and into Merger Sub with Sarcos continuing as a wholly owned subsidiary of the Company. Approval of the Business Combination Proposal, NYSE Proposal and Charter Approval Proposal are each cross-conditioned on the approval of the others at the Special Meeting. Therefore, if either of the NYSE Proposal or Charter Approval Proposal is not approved, the Business Combination Proposal will have no effect. Proposal No. 2 – NYSE Proposal Proposal to approve, for purposes of complying with applicable NYSE Listing Rules, the issuance of more than 20% of the Company’s issued and outstanding Common Stock in connection with the Business Combination and the PIPE Financing. Approval of the Business Combination Proposal, NYSE Proposal and Charter Approval Proposal are each cross-conditioned on the approval of the others at the Special Meeting. Therefore, if either of the Business Combination Proposal or Charter Approval Proposal is not approved, the NYSE Proposal will have no effect. Proposal No. 3 – Charter Approval Proposal Proposal to adopt the Second Amended and Restated Certificate of Incorporation of the Company in the form attached as Annex B to the Proxy Statement. Approval of the Business Combination Proposal, NYSE Proposal and Charter Approval Proposal are each cross-conditioned on the approval of the others at the Special Meeting. Therefore, if either of the Business Combination Proposal or NYSE Proposal is not approved, the Charter Approval Proposal will have no effect. Proposal No. 4 – Non-Binding Governance Proposals Proposals with respect to certain governance provisions in the Second Amended and Restated Certificate of Incorporation of the Company, each be voted upon separately on a non-binding advisory basis. Proposal No. 4A – Increase in Authorized Stock – Proposal to change the capital structure of the Company from (i) 70,000,000 Class A Common Stock, 12,500,000 Class B Common Stock and 1,000,000 preferred stock, each par value $0.0001 per share, to (ii) 990,000,000 shares of Common Stock and 10,000,000 shares of preferred stock, each par value $0.0001 per share. The single class of common stock of the Company will be entitled to one vote for each share of Common Stock held of record by such holder on all matters on which stockholders generally are entitled to vote (other than certain amendments relating to preferred stock). Proposal No. 4B – Adoption of Supermajority Vote Requirement to Amend the Second Amended and Restated Certificate of Incorporation – Proposal to require at least 66 2/3% of the voting power of all the then-outstanding shares of capital stock entitled to vote generally in the election of directors will be required for stockholders, voting as a single class, for the amendment, repeal or modification of the following provisions of the Second Amended and Restated Certificate of Incorporation of the Company: (i) Section 3 of Article IV (Preferred Stock Designation), Section 2 of Article V (Board Classification), Article VI (Director Removal, New Directorships and Director Vacancies), Section 5 of Article VII (Director Election by Written Ballot), Article VIII (Stockholder Special Meetings) or Article XI (Amendment) or (ii) any provision inconsistent with any provision of the Amended and Restated Bylaws of the Company. Proposal No. 4C – Removal of Directors – Proposal to provide that, subject to the rights of the holders of any outstanding series of preferred stock, any director or the entire board of directors, may be removed, for cause, by the affirmative vote of at least 66 2/3% of the voting power of the stock outstanding and entitled to vote thereon. Proposal No. 4D – Action by Written Consent of Stockholders – Proposal to eliminate the right of stockholders to act by written consent. Proposal No. 5 – Director Election Proposal Proposal to elect eight directors to serve staggered terms on our Board until the 2022, 2023 and 2024 annual meeting of stockholders, as applicable, and until their respective successors are duly elected and qualified, or until their earlier death, resignation, retirement or removal. Only holders of Class B Common Stock of the Company are entitled to vote on this Proposal No. 5. The Director Election Proposal is conditioned on the approval of each of the Business Combination Proposal, NYSE Proposal, and the Charter Approval Proposal. Therefore, if each of the Business Combination Proposal, NYSE Proposal, and the Charter Approval Proposal is not approved, the Director Election Proposal will have no effect. The proposed directors under the Director Election Proposal are: 01. Benjamin G. Wolff 02. Brian D. Finn 03. Peter Klein 04. Laura J. Peterson 05. Eric T. Olson 06. Dennis Weibling 07. Matthew Shigenobu Muta 08. Priya Balasubramaniam To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominees on the line below. Proposal No. 6 – Incentive Plan Proposal Proposal to approve the Incentive Plan, including the authorization of the initial share reserve under the Incentive Plan in the form attached as Annex E to the Proxy Statement. The Incentive Plan Proposal is conditioned on the approval of each of the Business Combination Proposal, NYSE Proposal, and the Charter Approval Proposal. Therefore, if each of the Business Combination Proposal, NYSE Proposal, and the Charter Approval Proposal is not approved, the Incentive Plan Proposal will have no effect. Proposal No. 7 – Employee Stock Purchase Plan Proposal Proposal to approve the Employee Stock Purchase Plan, including the authorization of the initial share reserve under the Employee Stock Purchase Plan in the form attached as Annex F to the Proxy Statement. The Employee Stock Purchase Plan Proposal is conditioned on the approval of each of the Business Combination Proposal, NYSE Proposal, and the Charter Approval Proposal. Therefore, if each of the Business Combination Proposal, NYSE Proposal, and the Charter Approval Proposal is not approved, the Employee Stock Purchase Plan Proposal will have no effect. Proposal No. 8 – Adjournment Proposal A proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the NYSE Proposal, the Charter Approval Proposal, the Governance Proposal, the Director Election Proposal, the Incentive Plan Proposal or the Employee Stock Purchase Plan Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in the Proxy Statement Note: If any other matters properly come before the Special Meeting, unless such authority is withheld on this proxy card, the proxies will vote on such matters in their discretion. PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY. ANY VOTES RECEIVED AFTER A MATTER HAS BEEN VOTED UPON WILL NOT BE COUNTED. THIS PROXY CARD WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY CARD WILL BE VOTED “FOR” EACH OF THE PROPOSALS AND WILL GRANT DISCRETIONARY AUTHORITY TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF. THIS PROXY WILL REVOKE ALL PRIOR PROXIES SIGNED BY YOU. 18578 Rotors Acq. Corp. Proxy Card REV5 Back FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN OR postponements Signature Signature, if held jointly Date , 2021 Note: Please sign exactly as your name appears on this proxy. If stock is held in the name of more than one person, EACH joint owner should sign above. Executors, administrators, trustees, guardians and attorneys should indicate the capacity in which they sign. Attorneys should also submit powers of attorney. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If the signer is a partnership, please sign in partnership name by authorized person CONTROL NUMBER For ALL Withhold All For ALL Except Please mark your votes like this


By:	/s/ Amy Salerno
Name:	Amy Salerno
Title:	Chief Financial Officer


By:	/s/ Amy Salerno
Name:	Amy Salerno
Title:	Director


By:	/s/ Benjamin G. Wolff
Name:	Benjamin G. Wolff
Title:	Chairman and CEO

Filed by the Registrant	☒
Filed by a Party other than the Registrant	☐


	☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))


	☐	Soliciting Material Pursuant to §240.14a-12