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
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.
Forward-Looking Statements
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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210908006075/en/
Sarcos Robotics Ben Mimmack Director of Investor
Relations (801) 419-0438 pr@sarcos.com ir@sarcos.com
MZ Group Chris Tyson Executive Vice President MZ Group –
MZ North America (949) 491-8235 STRC@mzgroup.us
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