425 1 rot-425.htm 425 rot-425.DOCX.htm

 

Filed by Rotor Acquisition Corp.

Pursuant to Rule 425 under the Securities Act of 1933

Subject Company: Rotor Acquisition Corp.

Commission File No.: 001-39897

 

On August 18, 2021, Rotor Acquisition Corp. and Sarcos Corp. distributed the following Analyst Day Presentation.

 

 

 

 


 

 

 

 

SARCOS® THE PREMIER HIGH-GROWTH, PURE PLAY INDUSTRIAL ROBOTICS INVESTMENT Analyst Day Presentation Ben Wolff – Chief Executive Officer August 2021

 


 

 

 

DISCLAIMER • Legal Disclaimer • This presentation is for informational purposes only to assist interested parties in making their own evaluation with respect to the potential business combination between Sarcos Corp. (“Sarcos”) and Rotor Acquisition Corp. (“Rotor”) (the “Potential Business Combination”). This presentation is made solely for informational purposes; Sarcos, Rotor, and their respective representatives expressly disclaim liability for, and make no express or implied representation or warranty with respect to, the information contained in or omitted from this presentation, or any other information or communication (whether written or oral) transmitted to any prospective investor. • Recipients of this presentation acknowledge that (a) they are aware that United States securities laws prohibit any person who has material, non-public information concerning a company from purchasing and selling securities of such company or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person may purchase or sell such securities and (b) they will neither use, nor cause any third party to use, this presentation or any information contained herein in violation of the Securities Exchange Act of 1934, as amended, including, without limitation, Rule 10b-5 thereunder. • This presentation and any oral statements made in connection therewith do not constitute an offer or invitation or solicitation of any offer to sell or purchase any securities, or the solicitation of any vote, consent or approval in any jurisdiction in connection with the Potential Business Combination or any related transactions, nor shall there be any sale, issuance or transfer of any securities in any jurisdiction where, or to any person to whom, such offer, solicitation or sale may be unlawful under the laws of such jurisdiction. This presentation does not constitute either advice or a recommendation regarding any securities. The communication of this presentation is restricted by law; it is not intended for distribution to, or use by any person in, any jurisdiction where such distribution or use would be contrary to local law or regulation. • No representations or warranties, express or implied are given in, or in respect of, this presentation. To the fullest extent permitted by law, in no circumstances will Sarcos, Rotor or any of their respective subsidiaries, stockholders, affiliates, representatives, partners, directors, officers, employees, advisers or agents be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of this presentation, its contents, its omissions, reliance on the information contained within it, or on opinions communicated in relation thereto or otherwise arising in connection therewith. Recipients of this presentation are not to construe its contents, or any prior or subsequent communications from or with Rotor, Sarcos or their respective representatives as investment, legal or tax advice. In addition, this presentation does not purport to be all-inclusive or to contain all of the information that may be required to make a full analysis of Sarcos or the Potential Business Combination. Recipients of this presentation should each make their own evaluation of Sarcos and/or the Potential Business Combination and of the relevance and adequacy of the information and should make such other investigations as they deem necessary. Nothing contained in this presentation shall be deemed to be a recommendation from Rotor, Sarcos, or their respective representatives to any party to enter into any transaction or to take any course of action. • Forward-Looking Statements • Information in this presentation represents current expectations relating to transaction structure and is subject to further discussion and negotiation of definitive documentation in its entirety. All statements in this presentation other than statements of historical fact, including, but not limited to, statements regarding Sarcos’ future operating results, financial position, business strategy, addressable market, anticipated benefits of its technologies, and plans and objectives for future operations and offerings are “forward-looking statements” and can often be identified by the use of terminology such as “may,” “will,” “estimate,” “intend,” “continue,” “believe,” “expect,” “anticipate,” “should,” “could,” “potential,” “projection,” “forecast,” “plan,” “trend,” “assumption,” “opportunity,” “predict,” “seek,” “target,” or similar terminology, although not all forward-looking statements contain these identifying terms. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of other financial and performance metrics, projections of market opportunity and market share, expectations and timing related to commercial product launches, potential benefits of the transaction and the potential success of Sarcos’ strategy, and expectations related to the terms and timing of the transaction. These forward-looking statements are based upon Sarcos management’s current expectations, assumptions and estimates as of the date of this presentation and are not guarantees of future results or the timing thereof. These forward-looking statements are provided for illustrative purposes only and are not intended to serve, and must not be relied on by any investor, as a guarantee, assurance, prediction or definitive statement of fact or probability. Actual results may differ materially from those contemplated in these statements due to a variety of risks and uncertainties, including, but not limited to, 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 are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the Potential Business Combination, and the failure to realize the anticipated benefits of the Potential Business Combination; Sarcos’ ability to execute on its business strategy, including timing of commercial launch of the Guardian XO and Guardian XT, ability to attract and retain customers, ability to develop new products and services and enhance existing products and services, ability to respond rapidly to emerging technology trends, ability to compete effectively and ability to manage growth; the duration and global impact of COVID-19; the number of redemption requests made by Rotor’s public stockholders and the ability of Rotor or the combined company to issue equity or equity-linked securities in connection with the proposed business combination or in the future 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. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither Rotor nor Sarcos presently know of that Rotor and Sarcos currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Rotor’s and Sarcos’ expectations, plans or forecasts of future events and views as of the date of this presentation. Rotor and Sarcos anticipate that subsequent events and developments will cause Rotor’s and Sarcos’ assessments to change. SARCOS PROPRIETARY 2 SARCOS®

 


 

 

 

DISCLAIMER •The information contained herein is provided only as of the date on which this presentation is made and is subject to change.However, while Sarcosand Rotor may elect to update these forward-looking statements in the future, each of Sarcosand Rotor is not under any obligation, and expressly disclaims any duty, to update or otherwise revise the information after the date of this presentation, whether as a result of new information, new developments or otherwise. These forward-looking statements should not be relied upon as representing Rotor’s and Sarcos’ assessments as of any date subsequent to the date of this presentation. Accordingly, you should not place undue reliance onthe forward-looking statements. Sarcosand Rotor have not independently verified the statistical and other industry data generated by independent parties and contained in this presentation and accordingly cannot guarantee their accuracy or completeness. •Use of Data •This presentation also contains estimates and other statistical data made by independent parties and by Sarcosrelating to market size and growth and other industry data. These data involve a number of assumptions and limitations, and youare cautioned not to give undue weight to such estimates. Sarcosand Rotor have not independently verified the statistical and other industry data generated by independent parties and contained in this presentation and, accordingly, cannot guarantee their accuracy or completeness. In addition, projections, assumptions and estimates of Sarcos’ future performance and the future performance of the markets in which it competes are necessarily subject to a high degree of uncertainty and risk due to a variety of factors. These and other factors could cause results or outcomes to differ materially from those expressed in the estimates made by the independent parties and by Sarcos. •Trademarks •Sarcosand Rotor own or have rights to various trademarks, service marks and trade names that they use in connection with the operation of their respective businesses. This presentation may also contain trademarks, service marks, trade names and copyrights of third parties, which are the property of their respective owners. The use or display of third parties’ trademarks,service marks, trade names or products in this presentation is not intended to, and does not imply, a relationship with Sarcosor Rotor, or an endorsement or sponsorship by or of Sarcosor Rotor. Solely for convenience, the trademarks, service marks, trade names and copyrights referred to in this presentation may appear without the TM, SM, ® or © symbols, but such references are not intended to indicate, in any way, that Sarcosor Rotor will not assert, to the fullest extent under applicable law, their rights or the right of the applicable licensor tothese trademarks, service marks, trade names and copyrights. •Use of Projections •The projections, estimates and targets in this presentation are forward-looking statements that are based on assumptions as of the date they were made and that were inherently subject to significant uncertainties and contingencies, many of which are beyond Sarcos’ and Rotor’s control. Such projections, estimates and targets are included for illustrative purposes only and should not be relied upon as necessarily being indicative of future results. While all projections, estimates and targets are necessarily speculative, Sarcosand Rotor believe that the preparation of prospective financial information involves increasingly higher levels of uncertainty the further out the projection, estimate or target extends from the date of preparation. The assumptions and estimates underlying the projected, expected or target results are inherently uncertain, are subject to change and are subject to a wide variety of significant business, economic, regulatory and competitive risks and uncertainties that could cause actual results to differ materially from those contained in such projections, estimates and targets. The inclusion of projections, estimates and targets in this presentation should not be regarded as an indication that Sarcosand Rotor, or their representatives, considered or consider the financial projections, estimates and targets to be a reliable prediction of future events. The independent auditors of Rotor and of Sarcosdid not audit, review, compile or perform any procedures with respect to the projections for the purpose of their inclusion in this presentation, and accordingly, neither of them expressed an opinion or provided any other form of assurance with respect thereto for the purpose of this presentation. •Financial Information; Non-GAAP Financial Measures •The financial information and data for the year ended December 31, 2020 are unaudited and do not conform to Regulation S-X. Accordingly, such information and data may not be included in, may be adjusted in or may be presented differently in, any proxy statement or registration statement to be filed by Rotor or Sarcoswith the SEC. Some of the financial information and data contained in this presentation, such as EBIT, EBITDA, Adjusted EBITDA,Adjusted EBITDA margin and Free Cash Flow, have not been prepared in accordance with United States generally accepted accounting principles (“GAAP”). EBIT is defined asnet loss adjusted for income and taxes, and other income or expenses. EBITDA is defined as net loss adjusted for income and taxes, depreciation and amortization not derived from XO/XT unit deployment, and other income or expense. Adjusted EBITDAisdefined as net loss adjusted for interest and taxes, depreciation and amortization, and other income or expenses, amortization of costs related to XO/XT unit deployment that is reflected in cost of goods sold. Adjusted EBITDA margin is defined as Adjusted EBITDA divided by revenue. Free Cash Flow is defined as operating cash flows less capital expenditures. Adjusted EBITDA and Free Cash Flow have been included in this presentation because they are key measures used by Sarcos’ management and board of directors to evaluate its operating performance and liquidity, generate future operating plans and make strategic decisions regarding the allocation of capital. In particular, the exclusion of certain expenses in calculatingAdjusted EBITDA facilitates operating performance comparisons on a period-to-period basis and, in the case of exclusion of the impact of equity-based compensation, excludes items that Sarcosdoes not consider to be indicative of its core operating performance. Accordingly, Sarcosand Rotor believe that the use of these non-GAAP financial measures provide useful information to investors and others in understanding and evaluating Sarcos’ operating results in the same manner as its management and board of directors. Non-GAAP financial measures have limitations asan analytical tool, and you should not consider them in isolation or as a substitute for analysis of Sarcos’ results as reported under GAAP. For example, other companies may calculate non-GAAP measures differently, or may use other measures to calculate their financial performance, and therefore Sarcos’ non-GAAP measures may not be directly comparable to similarly titled measures of other companies. The principal limitation of these non-GAAP financial measures is that they exclude significant expenses and income that are required by GAAP to be recorded in Sarcos’ financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgments by management about which expense and income are excluded or included in determining these non-GAAP financial measures. In order to compensate for these limitations, management presents non-GAAP financial measures in connection with GAAP results. •A reconciliation of the non-GAAP financial measures to the corresponding GAAP measures is included in the supplemental materialsat the end of the presentation. A reconciliation that forward-looking non-GAAP financial measures has not been provided because the various reconciling items are difficult to predict and subject to constant change. SARCOS PROPRIETARY 3 SARCOS®

 


 

 

 

DISCLAIMER •Additional Information •In connection with the Potential Business Combination, Rotor has filed with the SEC a definitive proxy statement relating to theProposed Business Combination and mailed the definitive proxy statement to stockholders on August 9, 2021. This presentation does not contain all the information that should be considered concerning the Potential Business Combination andisnot intended to form the basis of any investment decision or any other decision in respect of the Business Combination. Rotor’s shareholders and other interested persons are advised to read the definitive proxy statement and other documents filed in connection with the Potential Business Combination, as these materials will contain important information about Rotor, Sarcos and the Potential Business Combination. The definitive proxy statement and other relevant materials for the Potential Business Combination have been or will be mailed to shareholders of Rotor as of August 2, 2021, the record dateestablished for voting on the Potential Business Combination. Shareholders will also be able to obtain copies of the definitive proxy statement and other documents filed with the SEC, without charge, at the SEC’s website at www.sec.gov, or by directing a request to: Rotor Acquisition Corp. 405 Lexington Avenue, New York, New York 10174. •Participants in the Solicitation •Rotor and its directors and executive officers may be deemed participants in the solicitation of proxies from Rotor’s shareholders with respect to the Potential Business Combination. A list of the names of those directors and executive officers and a description of their interests in Rotor is contained in Rotor’s definitive proxy statement related to the Potential Business Combination and is available free of charge at the SEC’s web site at www.sec.gov, or by directing a request to Rotor Acquisition Corp. 405 Lexington Avenue, New York, New York 10174. •Sarcos and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from theshareholders of Rotor in connection with the Potential Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the Potential Business Combination is included in the definitive proxy statement for the Potential Business Combination. SARCOS PROPRIETARY 4 SARCOS®

 


 

 

 

HOW DOES WORK GET DONE WHEN THERE AREN’T ENOUGH WORKERS TO GO AROUND? Barrons.com, Census.gov, CNN.com, IndustryWeek.com SARCOS PROPRIETARY 5 SARCOS®

 


 

 

 

THE ANSWER: A FLEET OF INDUSTRIAL ROBOTS THAT AUGMENT INSTEAD OF AUTOMATE FOR NON-REPETITIVE JOBS The Robot-as-a-Service offering is expected to provide next generation, scalable labor force multiplier with an immediate ROI for industrial and military customers Guardian®️ XT™ Avatar Robot Guardian®️ XO®️ Exoskeleton Robot Sarcos is developing a fleet of highly dexterous mobile industrial robots, that it will own and manage, to deliver multiples of productivity and enhanced safety across a wide range of industries for the annual cost of a single FTE SARCOS PROPRIETARY 6 SARCOS®

 


 

 

 

30+ YEARS OF DEVELOPMENT SARCOS EVOLUTION Air Force XO contract XO program begins (DARPA) 2nd XO hydraulic(DARPA) 1stXO hydraulic(DARPA) US SOCOM XO contract XO debut at CES GS multi-unit sale to US DoD US Navy XT contract Raytheon buys Sarcos Industry Advisory Group established Marine Corp XO contract Series B ($30m) Series A ($15m) Ben Wolff leads group to purchase Sarcosfrom Raytheon Added 4 distribution partners (2 NA, 2 EU) Series C ($40m) 1983 2000 2006 2007 2010 2015 20162018 2019 2020 Predecessor spinout from University of Utah SARCOS PROPRIETARY 7 SARCOS®

 


 

 

 

GLOBAL NEED DRIVES DEMAND WORKER SHORTAGE, INJURY, AND FATIGUE = KEY DRIVERS OF OPPORTUNITY $100 billion spent annually on back injuries in the U.S. Spine Research Institute & OSHA $136 billion annual costs in lost production due to fatigue OSHA, 2007 Falls from height #4 most disabling & costly injury after overexertion and falling from the same level 2019 Liberty Mutual Workplace Safety Index $4.98 billion direct compensation cost for injuries from falling to a lower level1 U.S. Office of Personnel Management $1.6 trillion global impact in the construction industry Industry Source Over the past two decades, there has been ~1% annual growth in construction productivity Industry Source $2.5 trillion negative impact on U.S. economy Industry Source 2.4 million U.S. worker shortage in manufacturing by 2028 Industry Source 44 34 33 32 30 28 28 22 22 19 13 13 9 72 62 60 39 44 42 67 36 51 33 39 25 19 Japan Italy Germany Sweden France UK Spain US Poland Russia China World India OLD AGE DE P E NDE NCY RAT IO (%) # of people 65+ as % of labor force (15-64), forecasts n2015 n2050 Source: European Commission SARCOS PROPRIETARY 8 SARCOS® 1) Excludes indirect costs and OSHA fines

 


 

 

 

$147 BILLION ANNUAL TARGET MARKET IN THE US ALONE SCALE & EFFICIENCY TRANSCEND INDUSTRIES & APPLICATIONS, OFFERINGBLUE OCEAN OPPORTUNITY LARGE ADDRESSABLE MARKET1 END MARKETS & APPLICATIONS Total Addressable US Market: $147b Serviceable Obtainable US Market:$15b >16 million people employed in the U.S. alone in jobs that can benefit from robotic augmentation Source: Bureau of Labor Statistics Occupational Employment Statistics Survey; 1) TAM includes jobs identified from US BLS employment data that would benefit from Sarcos’ product offerings, with an assumed XO / XT utilization rate at a blended annual cost of service. Assumes 10% initial market adoption for SOM. Does not include jobs outside of the US. AEROSPACE Maintenance & repair Assembly support AUTOMOTIVE lShip / receive lAssemble LOGISTICS lNon-cons lHeavy duty DEFENSE lLogistics lMaintenance & repair OIL & GAS lMaintenance & diagnostics lConstruct / deconstruct POWER & UTILITIES lLine and transformer maintenance lInfrastructure inspection CONSTRUCTION lBuild & repair lMaterial transport MANUFACTURING lMove & manipulate lAssemble Serviceable Obtainable US Market:$15b SARCOS PROPRIETARY 9 SARCOS®

 


 

 

 

INNOVATION, EXPERIENCE, AND IP ENABLE A TRUE “BLUE OCEAN” OPPORTUNITY PROPRIETARY INNOVATIONS DEEP ROBOTICS PATENT PORTFOLIO COMPETITIVE STRENGTHS Energetic Autonomy Reduced power from 6,800 to 500 watts Optimized power utilization –elastic recovery Modelled after human movement; designed to human body ratio Intuitive controls with integrated feedback Kinematic equivalency High fidelity force feedback for precision work Platform-agnostic design for diverse environments Teleoperation (XT) Captures human ability to operate in unstructured environments Augments humans with robotic strength, stamina, precision and speed Human-like dexterity Highly experienced robotics team with~500 years cumulative robotics experience 30-years and ~$300m in R&D investments 140 patents issued relevant to core technologies with an additional94 patents pending (as of January 2021) 140 Issued 94 Pending COVERING FOUNDATIONAL TECHNOLOGIES HARDWARE ALGORITHMS SOFTWARE PROCESS AI / ML robotics platform Success-based teaching Extensible object recognition and task files Advanced controls Comprehensive recovery SARCOS PROPRIETARY 10 SARCOS®

 


 

 

 

GUARDIAN®XO®:AN INDUSTRY 4.0 WORKFORCE MULTIPLIERWITH REDUCED RISKS OF INJURY EXPONENTIAL PRODUCTIVITY FOR THE FULLY-BURDENED COST OF A SINGLE EMPLOYEE Up to 200 lblift capacity Hot-swap batteries, near-continuous operation Capable of up to 100% load relief < 30 seconds to don or doff Pricing of ~$9K / month FEATURES Force multiplier: safely enable workers to do more Mitigate risk of injury and fatigue Equalize workforce and extend careers BENEFITS Provide capabilities of 3 or more human workers Based on initial alpha unit testing customer feedback Asset damage Need many specific lift assists CHALLENGES 2+ people to lift heavy objects Opportunity cost of limited resources Injury and disability 200020062010201620182019202020212022XO program commercial begins (DARPA) 1st hydraulic prototype (DARPA) 2nd hydraulic prototype Air Force XO contract Marine Corps XO contract USSOCOM XO contract XO ‘Alpha’ debut at CES 2ndgen ‘Beta’ version complete XO, XT units begin production end of 2022 SARCOS PROPRIETARY 11 SARCOS®

 


 

 

 

GUARDIAN®️ XO®️: AN EXOSKELETON IN A CLASS OF ITS OWN INDUSTRIAL PARTIAL BODY UNPOWERED FORTIS EKSO ZERO G INDUSTRIAL PARTIAL BODY POWERED SAMSUNG PANASONIC REHABILITATION HONDA REWALK CYBERDYNE EKSO BIONICS FULL-BODY POWERED SARCOS PROPRIETARY 12 SARCOS®

 


 

 

 

GUARDIAN®️ XO®️ : EXAMPLE USE CASE INSPECTION & MAINTENANCE RESULTS Prevent fatigue-related downtime Reduce the risk of back, neck, and shoulder injuries Equalize the workforce Extend frontline workers’ career span AVIATION AIRCRAFT MAINTENANCE C H A L L E N G E S Heavy components handling: Frontline maintenance crews handle heavy tools and parts that can lead to fatigue and strain Injuries & downtime: 25.9 million+ workers lost an average of 7.2 days of work due to backpain1 Shoulder-related injuries: Employees are out of work for 27 days2 1) American Academy of Orthopaedic Surgeons, 2004; 2) Bureau of Labor Statistics, 2019 SARCOS PROPRIETARY 13 SARCOS®

 


 

 

 

GUARDIAN®️ XO®️ : EXAMPLE USE CASE R E S U L T S Prevent fatigue-related downtime Reduce the risk of back, neck, and shoulder injuries Equalize the workforce Extend frontline workers’ career span LOGISTICS LAST-MILEDELIVERY HEAVY PARCEL BAG HANDLING CHALLENGES Heavy, ergonomically challenging tasks: Distribution center workers repeatedly lift heavy parcel bagsoff shelves to load into vans for last-mile delivery. Over time, these tasks can cause fatigue, strain, and back, shoulder, and neck injuries SARCOS PROPRIETARY 14 SARCOS®

 


 

 

 

GUARDIAN®️ XT™: HIGHLY DEXTEROUS ROBOTIC AVATAR Optimize productivity for precise tasks in dangerous environments Reduce at-height and overhead fatigue, Reduce injury & exposure to hazardous conditions Mitigate risks and associated costs Reduce insurance premiums & hazard pay BENEFITS Lift and manipulate up to 200 lb HD immersive experience Force feedback to control precision Mount to many mobile and telescoping bases Indoor and outdoor use Pricing of $5K / month FEATURES GT Prototype Alpha v1 Beta v1 Commercial production2010 2020 2021 2022 SARCOS PROPRIETARY 15 SARCOS®

 


 

 

 

GUARDIAN®️ XT™: EXAMPLE USE CASE C O N S T R U C T I O N CHALLENGES Reduce idle and downtime due to worker fatigue Eliminate humans doing elevated and at-height work Eliminate worker exposure to hazmat (welding fuel gas, silica, cement dust, etc.) Reduce safety equipment and infrastructure costs for at-height work REPAIR AND MAINTENANCE R E S U L T S Skilled labor shortage: Construction is aging out their skilled workers with 21% over age 551 Worker fatigue: Construction work involves heavy materials, tools, and difficult conditions Potentially life-altering injuries and events: Falls from height are the leading cause of death for construction workers (33.5% of fatalities)2 1) 2020 National Outlook Survey, Associated General Contractors of America; 2) U.S. Bureau of Labor Statistics, 2018 SARCOS PROPRIETARY 16 SARCOS®

 


 

 

 

GUARDIAN®️ XT™: EXAMPLE USE CASE INSPECTION & MAINTENANCE RESULTS Hazardous conditions: High voltage power line work at-height and in all-weather conditions Potentially life-altering injuries and events: High risk of electrocutions, burns, and falls from height Human cost and downtime: The average cost for electrocution is more than $550,000 with the median number of days off for electrical injuries is 4 days2 P O W E R U T I L I T Y OVERHEAD, HIGH VOLTAGE POWER LINE1 CHALLENGES Reduce occurrence and costs for fatalities & injuries Improve frequency and coverage of power line inspection and maintenance. Eliminate humans doing elevated and at-height work. 1) The Guardian XT mobile robot is designed to enable remote distribution power line work only; it is not ideal for high voltage transmission line work; 2) U.S. Bureau of Labor Statistics and the U.S. Census Bureau, 2018 SARCOS PROPRIETARY 17 SARCOS®

 


 

 

 

CYTAR: CYBERNETIC TRAINING FOR AUTONOMOUS ROBOTS THE PROBLEM: Autonomy in weakly structured environments is difficult: • Traditional machine learning requires a time-consuming and expensive trial-and-error approach • Existing AI/ML solutions are environment specific and hard to replicate as conditions change • As a result, many industries are not able to benefit from the efficiencies offered by technological advancements CYTAR: Sarcos technology offers a unique opportunity to bring autonomy to unstructured workplaces • As the CYTAR program develops it will allow robots to improve decision making and become more independent • The program will be developed in three phases, with the third and final phase expected to start in 2026 DYNAMIC Autonomous cars Drones Delivery and inspection robots H U M A N I N T E L L I G E N C E A N D A G I ( A R T I F I C I A L G E N E R A L I N T E L L I G E N C E ) R E P E T I T I V E DIVERSE S T A T IONA RY Surgical robots Factory Automation SARCOS PROPRIETARY 18 SARCOS®

 


 

 

 

CYTAR: GENERALIZABLE AUTONOMY IN ROBOT MANIPULATION TOWARDS HUMAN AUGMENTATION CYTAR VISION: A robotic system that combines human intelligence, instincts, and judgment with the strength, endurance, and precision of machines to: •augment human performance and awareness, and •operate autonomously when trained or remotely-controlled by a human operator in unstructured environments CYTAR APPROACH: Success-Based Teaching provides highly-optimized (i.e., human) solutions to each task, regardless of complexity and duration. In short, it is scalable for the real-world, where time and resources also matter MANNED/TRAINING MODE DEMONSTRATION Instructional input (video, language, teleoperation) TASK IMITATION Learn the task in the same environment GENERALIZATION New task variations in novel, unstructured environments MAN ON THE LOOP AUTONOMOUS MODE SARCOS PROPRIETARY 19 SARCOS®

 


 

 

 

HOW DO WE DO IT? CONTROL Multi-modal sensors-motor skills Sensory-Motor Skills Primitives AI-BASED PLANNING Skill sequencing and compositional planning Sequential Tasking AI-BASED PERCEPTION Complex task structure Complex Task Structure DATA FOR CYTAR Expert needs to demonstrate, not label Demonstration Data CYTAR SARCOS PROPRIETARY 20 SARCOS®

 


 

 

 

ROBOT-AS-A-SERVICE (RAAS) MODEL EXPECTED TO ACCELERATE ADOPTION AND DELIVER RECURRING REVENUES RAAS INTENDED TO OFFER ECONOMIC ADVANTAGES AND A UNIQUE VALUE PROPOSITION BENEFITS OF RAAS RA A S V S . B UY Maintenance and servicing covered by Sarcos Lowers barriers to deployment due to no CapEx outlay Simple implementation with no infrastructure modifications required Cost equivalent to fully-burdened $25 / hour full-time employee Immediate customer ROI due to multiples of productivity Eliminates technology obsolescence risk and software updates included as part of the overall service agreement No implementation / infrastructure cost Remote monitoring & updates No upfrontCapExoutlay Service and maintenance included OpEx expenditure Scalable next-gen labor force anticipated to enable flexibility with relevance in both strong and weak economies SARCOS PROPRIETARY 21 SARCOS®

 


 

 

 

TARGET INDUSTRIES AND CUSTOMERS LEAD PROSPECTIVE CUSTOMERS HAVE IDENTIFIED INITIAL NEEDS RANGING FROM 100-TO- 3,000 UNITS PER CUSTOMER LOGISTICS F O O D S E R V I C E S RE PRE S ENTAT IV E TARGE T CUS TOMERS Beta Unit Trials (2-4 weeks) Mid-2022 EXPECTED CUSTOMER JOURNEY AND TIMING DOD / GOVERNMENT “We owe it to the best airline employees on the planet to explore how emerging technology can make their jobs safer and easier…That’s why we sought out a partnership with Sarcos” – Gareth Joice, Delta Senior Vice President – Airport Customer Service and Cargo * E - C O M M E R C E Amazon I N D U S T R I A L * * * * Low Volume Commercial Pilots(2-6 units) Late 2022 / Early 2023 Scale Deployments Mid-2023 6 Months Average expected sales cycle 36 Months Expected standard contract term contract length* Publicly disclosed partner / investor SARCOS PROPRIETARY 22 SARCOS®

 


 

 

 

ILLUSTRATIVE PER UNIT ECONOMICS (6-YEAR SERVICE LIFE, AS OF 2026) XO DX / XT RE V ENUE COS T CASH FLOW n Setup n Repair n Amortization $600 Cumulative $175 Cumulative $425 Cumulative REVENUE $360 Cumulative COS T $90 Cumulative CA SH F LOW $270 Cumulative P A YB ACK P ERIOD PAYBACK PERIOD ~8 MONTHS ~ 8 MONTHS ($ in thousands) 71% 75% Cash flow margin Cash flow margin SARCOS PROPRIETARY 23 SARCOS®

 


 

 

 

FINANCIAL PROJECTIONS (AS OF JANUARY 2021) *PANDEMIC EFFECT ON SUPPLY CHAIN AND STAFFING NOW ANTICIPATED TODELAY COMMERCIAL LAUNCH BY ~6 MONTHS, IMPACTING MEDIUM-TERM FINANCIAL METRICS IN 2021-2023 PERIOD. LONGER TERM OUTLOOK REMAINS UNCHANGED $8 $9 $22 $166 $438 $1,229 $2,714 2020A 2021E* 2022E* 2023E* 2024E 2025E 2026E REVENUE ($ MILLIONS) ($20) ($64) ($99) ($50) ($6) $27 $587 2020A 2021E* 2022E* 2023E* 2024E 2025E 2026E FREE CASH FLOW2($ MILLIONS) $4 $4 $5 $89 $235 $649 $1,591 2020A 2021E* 2022E* 2023E* 2024E 2025E 2026E GROSSPROFIT ($ MILLIONS) Gross margin 42% 46% 22% 54% 54% 53% 59% $2 $13 $48 $114 $294 $733 $1,066 2020A 2021E* 2022E* 2023E* 2024E 2025E 2026E CAPITAL EXPENDITURES ($ MILLIONS) As % of sales 24% 151% 219% 69% 67% 60% 39% ($19) ($51) ($59) $46 $228 $753 $1,906 2020A 2021E* 2022E* 2023E* 2024E 2025E 2026E ADJUSTEDEBITDA1 ($ MILLIONS) Adjusted EBITDA margin NM NM NM 28% 52% 61% 70% 550 2,550 8,000 22,500 43,000 Cumulative XO + XT units deployed (1) Adjusted EBITDA includes XO / XT product amortization, which is recognized in cost of goods sold and excludes stock-based compensation. Please refer to the Adjusted EBITDA reconciliation in the appendix. ( 2 ) F r e e C a s h F l o w d e f i n e d a s C F O l e s s C a p e x Projections as of January 2021 and do not account for circumstances or events occurring after such date. Sarcos currently expects that Guardian XT and Guardian XO will not be commercially available until the end of 2022 at the earliest, which will impact timing and expected ramp of revenue, particularly for 2021 and 2022. SARCOS PROPRIETARY 24 SARCOS®

 


 

 

 

TRANSACTION STRUCTURE AND PRO FORMA EQUITY OWNERSHIP TRA NS A CT ION S TRUCTURE The transaction is expected to close in Q3 2021 Post-closing, the combined company is expected to be listed on the Nasdaq, will be named “Sarcos Technology and Robotics Corporation” and will trade under the symbol STRC VALUATION Total pro forma valuation of $1.3 billion at a 2025E EV/Adj. EBITDA multiple of 1.7x and a 2026E EV/Adj. EBITDA multiple of 0.7x Proceeds from the transaction will be used to capitalize the balance sheet with $446 million1, which will primarily be used to fund the growth of the business and comfortably exceeds projected cash needs CA P I T A L S TRUCTURE The transaction will be funded by a combination of $276 million cash held in trust and $220 million in PIPE proceeds1 All-primary transaction; existing Sarcos Corp. shareholders, are rolling their equity and are expected to collectively own ~68% of the pro forma company at closing1 Transaction includes 28.1m shares subject to earn-out aligning incentives between management and investors −14.06m shares earned at $15 / share, with another 14.06m earned at $20 / share SOURCES & USES1,2 P RO FORMA V A L UA T ION A ND OWNE RS HI P 1 , 2 Rollover shares to existing shareholders 68.2% Shares to SPAC 15.7% Shares to PIPE 12.5% Shares to SPAC sponsor 3.6% The transaction will fully fund Sarcos’ growth plan, with additional $181 million of cash to balance sheet – leaving ample room to pursue potential M&A opportunities ($ in millions) Capital uses Continued XO / XT product development $35 XO / XT inventory (success-based) 70 CYTAR / AI New Product R&D 125 General operating expenses 25 Capex – facilities & operations 10 Total Capital uses $265 ($ in millions) Transaction sources Transaction uses Seller equity rollover(1) $1,200 Stock to existing Sarcos shareholders $1,200 Cash from SPAC(1) 276 Capital uses 265 Cash from PIPE 220 Remaining cash to balance sheet 181 Founder shares 64 Founder shares 64 Estimated transaction expenses 50 Total cash sources $1,760 Total cash uses $1,760 ($ in millions) Pro Forma Valuation Share price $10.00 Pro forma shares oustanding (mm) 176 Pro forma equity value $1,760 Plus: debt(3) – Less: cash to balance sheet (446) Pro forma enterprise value $1,314 1) Assumes no redemptions from the public shareholders of Rotor. Assumes PIPE proceeds of $220m; 2) Values shown assuming $10 per Rotor shares. Does not include the impact of earn-out or Rotor warrants outstanding; 3) Excludes outstanding PPP loan SARCOS PROPRIETARY 25 SARCOS®

 


 

 

 

SARCOS – AN ATTRACTIVE VALUATION PARADIGM FOR INVESTORS Pro Forma Enterprise Value $1.3 billion E V / A DJ . E B I TDA EV / REVENUE 2025E Revenue $1,229 million Illustrative Discounted Enterprise Value3 $6.3 billion – $9.0 billion Adj. EBITDA1 $753 million Illustrative Adj. EBITDA Reference Range2 24.0x –34.0x E V / E B I T Pro forma Value(2025E) Robotics & Automation (2021E) Disruptive Category Creators (2025E) Recent Hardware de-SPACs (2025E) Implied Future Enterprise Value2 $18.0 billion –$25.6 billion Robotics & Automation(2021E) Robotics & Automation (2021E) Current trading At deal announcement Disruptive Category Creators (2025E) Recent Hardware de-SPACs (2025E) Disruptive Category Creators (2025E) Recent Hardwarede-SPACs(2025E) 4 Pro forma Value (2026E) Pro forma Value(2025E) Pro forma Value (2025E) Based on projections as of January 2021, and do not account for circumstances or events occurring after such date. Further delay in commercial launch may adversely impact 2025 projections.Source: Company materials, filings, and FactSet as of 3/4/2021; 1) Adjusted EBITDA includes XO / XT product amortization, which is recognized in cost of goods sold and excludes stock-based compensation. Please refer to the Adjusted EBITDA reconciliation in the appendix; 2) Reference range based on approximate ±5.0x of Robotics & Automation multiple. Implied values driven off EV / Adj. EBITDA multiple; 3) Assumes discount rate of 30.0%; 4) Excludes Virgin Galactic SARCOS PROPRIETARY 26 SARCOS®

 


 

 

 

Q&A SARCOS

 


 

 

 

APPENDIX SARCOS

 


 

 

 

NON-GAAP RECONCILIATION AS OF JANUARY 2021* ($ IN MILLIONS) Adjusted EBITDA 2020A 2021E 2022E 2023E 2024E 2025E 2026E Net Income/(Loss) ($17.9) ($51.6) ($63.8) $3.6 $126.1 $352.4 $929.6 Depreciation and Amortization 1.6 1.1 0.7 0.3 0.4 0.5 0.6 Interest Income/(Expense) 0.1 - - - - - - Other Income/(Expense) 2.4 - - - - - - Income Tax Expense 0.0 - - - - 133.6 437.5 EBITDA (18.8) (50.6) (63.1) 3.9 126.4 486.5 1,367.7 Amortization from XO/XT Units - - 4.3 41.9 101.5 266.6 538.0 Adjusted EBITDA ($18.8) ($50.6) ($58.9) $45.7 $228.0 $753.1 $1,905.6 EBIT 2020A 2021E 2022E 2023E 2024E 2025E 2026E Net Income/(Loss) ($17.9) ($51.6) ($63.8) $3.6 $126.1 $352.4 $929.6 Interest Income/(Expense) 0.1 - - - - - - Income Tax Expense 0.0 - - - - 133.6 437.5 EBIT ($18.0) ($51.6) ($63.8) $3.6 $126.1 $486.0 $1,367.1 Free Cash Flow 2020A 2021E 2022E 2023E 2024E 2025E 2026E Net Income/(Loss) ($17.9) ($51.6) ($63.8) $3.6 $126.1 $352.4 $929.6 Deprec/Amort/ Other Income (0.9) 1.1 0.7 0.3 0.4 0.5 0.6 Amortization from XO/XT Units - - 4.3 41.9 101.5 266.6 538.0 Advanced XO/XT Payments - - 7.4 18.7 60.5 140.5 184.6 Other Operating Adjustments (0.8) (0.0) - - - - - Cash from Operating Activities (18.1) (50.6) (51.4) 64.4 288.5 759.9 1,652.8 CapEx - Revenue Generating - - (47.6) (114.3) (294.0) (732.9) (1,066.1) CapEx - Other (2.1) (13.0) - - - - - Cash used in Investing Activities (2.1) (13.0) (47.6) (114.3) (294.0) (732.9) (1,066.1) Free Cash Flow ($20.1) ($63.6) ($99.0) ($50.0) ($5.6) $27.1 $586.7 *Pandemic effect on supply chain and staffing now anticipated to delay commercial launch by ~6 months, impacting medium-term financial metrics in 2021-2023 period. Longer term outlook remains unchanged. Note: EBITDA includes amortization expense for RaaS units which is included in the respective COGS lines SARCOS PROPRIETARY 29 SARCOS®

 


 

 

Additional Information

In connection with the potential business combination (the “Potential Business Combination”) between Rotor Acquisition Corp. (“Rotor”) and Sarcos Corp. (“Sarcos”), Rotor has filed with the U.S. Securities and Exchange Commission (“SEC”) a definitive proxy statement on August 6, 2021 (the “proxy statement”). This presentation does not contain all the information that should be considered concerning the Potential Business Combination and is not intended to form the basis of any investment decision or any other decision in respect of the Potential Business Combination. Rotor’s shareholders and other interested persons are advised to read the proxy statement and other documents filed in connection with the Potential Business Combination, as these materials will contain important information about Rotor, Sarcos and the Potential Business Combination.  The proxy statement and other relevant materials for the Potential Business Combination will be mailed to shareholders of Rotor as of August 2, 2021, the record date established for voting on the Potential Business Combination. Shareholders will also be able to obtain copies of the proxy statement and other documents filed with the SEC, without charge, at the SEC’s website at www.sec.gov, or by directing a request to: Rotor Acquisition Corp. 405 Lexington Avenue, New York, New York 10174.

No Offer or Solicitation

Nothing herein constitutes an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

Participants in the Solicitation

Rotor and its directors and executive officers may be deemed participants in the solicitation of proxies from Rotor’s shareholders with respect to the Potential Business Combination. A list of the names of those directors and executive officers and a description of their interests in Rotor is contained in Rotor’s proxy statement related to the Potential Business Combination, and is available free of charge at the SEC’s web site at www.sec.gov, or by directing a request to Rotor Acquisition Corp. 405 Lexington Avenue,  New York, New York 10174. Additional information regarding the interests of such participants is contained in the proxy statement for the Potential Business Combination.

Sarcos and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the shareholders of Rotor in connection with the Potential Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the Potential Business Combination are included in the proxy statement.

Forward-Looking Statements

All statements in this presentation other than statements of historical fact, including, but not limited to, statements regarding Sarcos’ future operating results, financial position, business strategy, addressable market, anticipated benefits of its technologies, and plans and objectives for future operations and offerings are “forward-looking statements” and can often be identified by the use of terminology such as “may,” “will,” “estimate,” “intend,” “continue,” “believe,” “expect,” “anticipate,” “should,” “could,” “potential,” “projection,” “forecast,” “plan,” “trend,” “assumption,” “opportunity,” “predict,” “seek,” “target,” or similar terminology, although not all forward-looking statements contain these identifying terms. These forward-looking statements include, but are not limited to, statements regarding

 


 

estimates and forecasts of other financial and performance metrics, projections of market opportunity and market share, expectations and timing related to commercial product launches, potential benefits of the transaction and the potential success of Sarcos’ strategy, and expectations related to the terms and timing of the transaction. These forward-looking statements are based upon Sarcos management’s current expectations, assumptions and estimates as of the date of this presentation and are not guarantees of future results or the timing thereof. These forward-looking statements are provided for illustrative purposes only and are not intended to serve, and must not be relied on by any investor, as a guarantee, assurance, prediction or definitive statement of fact or probability. Actual results may differ materially from those contemplated in these statements due to a variety of risks and uncertainties, including, but not limited to, 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 are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the Potential Business Combination, and the failure to realize the anticipated benefits of the Potential Business Combination; Sarcos’ ability to execute on its business strategy, ability to attract and retain customers, ability to develop new products and services and enhance existing products and services, ability to respond rapidly to emerging technology trends, ability to compete effectively and ability to manage growth; the duration and global impact of COVID-19; the number of redemption requests made by Rotor’s public stockholders and the ability of Rotor or the combined company to issue equity or equity-linked securities in connection with the proposed business combination or in the future; other risks and uncertainties set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in Rotor’s proxy statement and other documents of Rotor filed, or to be filed, with the SEC. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither Rotor nor Sarcos presently know of that Rotor and Sarcos currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Rotor’s and Sarcos’ expectations, plans or forecasts of future events and views as of the date of this presentation. Rotor and Sarcos anticipate that subsequent events and developments will cause Rotor’s and Sarcos’ assessments to change.