425 1 rot-425.htm 425 rot-425.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 4, 2021, Sarcos Corp. distributed the following investor presentation at the Jefferies 2021 Industrials Conference.

 

 

 


 

 

 

THE PREMIER HIGH-GROWTH, PURE PLAY INDUSTRIAL ROBOTICS INVESTMENT Investor Presentation August 2021

 

 


 

 

 

SARCOS PROPRIETARY 2 DISCLAIMER Legal Disclaimer •This presentation is for informational purposes only to assist interested parties in making their own evaluation with respecttothe potential business combination between SarcosCorp. (“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 representationorwarranty 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 personmay 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 anysecurities in any jurisdiction where, or to any person to whom, such offer, solicitation or sale may be unlawful under the lawsofsuch 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 extentpermitted 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. Recipientsofthis presentation are not to construe its contents, or any prior or subsequent communications from or with Rotor, Sarcosor 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 Sarcosor the Potential Business Combination. Recipients of this presentation should each make their own evaluation of Sarcosand/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 Sarcosmanagement’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 intendedto serve, and must not be relied on by any investor, as a guarantee, assurance, prediction or definitive statement of fact orprobability. 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 ofRotor 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 preliminary proxy statement filed with the SEC on August 2, 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 Sarcospresently know of that Rotor and Sarcoscurrently 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 Sarcosanticipate that subsequent events and developments will cause Rotor’s and Sarcos’ assessments to change.  

 

 


 

 

 

SARCOS PROPRIETARY 3 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 4 DISCLAIMER • Additional Information  • In connection with the Potential Business Combination, Rotor has filed with the SEC a preliminary proxy statement on August 2, 2021 (and amendments thereto) and intends to mail a definitive proxy statement relating to the Potential Business Combination to its shareholders. 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 Business Combination. Rotor’s shareholders and other interested persons are advised to read the preliminary proxy statement and the amendments thereto and, when available, 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. When available, the definitive proxy statement and other relevant materials for the Potential Business Combination will be mailed to shareholders of Rotor as of a record date to be established for voting on the Potential Business Combination. Shareholders will also be able to obtain copies of the preliminary proxy statement, the definitive proxy statement and other documents filed with the SEC, without charge, once available, 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 preliminary 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 will be contained in the definitive proxy statement for the Potential Business Combination when available.  • 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 will be included in the preliminary proxy statement and, when available, definitive proxy statement for the Potential Business Combination.

 

 


 

 

 

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

 

 


 

 

 

SARCOS PROPRIETARY 6 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 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 PROPRIETARY 7 30+ YEARS OF DEVELOPMENT SARCOS EVOLUTION  Air Force XO contract  XO program begins (DARPA)  2nd XO hydraulic(DARPA) 1stXO hydraulic(DARPA) US SOCOMXO 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  8  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 DEPENDENCY RATIO (%) # of people65+ as % of labor force (15-64), forecasts n2015  n2050 Source: European Commission 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 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.     SARCOS PROPRIETARY  9 AEROSPACE    AUTOMOTIVE Maintenance & repair   Assembly support        Ship / receive  Assemble    LOGISTICS Non-cons Heavy duty    DEFENSE Logistics  lMaintenance & repair OIL & GAS Maintenance & diagnostics  lConstruct / deconstruct POWER & UTILITIES Line and transformer maintenance  lInfrastructure inspection CONSTRUCTION Build & repair  lMaterial transport MANUFACTURING  lMove & manipulate lAssemble

 

 


 

 

 

SARCOS PROPRIETARY  10   INNOVATION, EXPERIENCE, AND IP ENABLE A TRUE “BLUE OCEAN” OPPORTUNITY  PROPRIETARY INNOVATIONS  DEEP ROBOTICS PATENT PORTFOLIO  COMPETITIVE STRENGTHS  Energetic Autonomy  Reducedpower from 6,800 to 500 watts  Optimizedpower 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)  Captureshuman ability to operate in unstructured environments  Augmentshumans 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 patentsissued 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   Advancedcontrols  Comprehensiverecovery  Safety

 

 


 

 

 

SARCOS PROPRIETARY  11  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-continuousoperation  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 morehuman 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 prototypeAir Force XO contractMarine Corps XO contractUSSOCOM XO contractXO ‘Alpha’ debut at CES2ndgen ‘Beta’ version completeXO, XT units begin production end of 2022  

 

 


 

 

 

SARCOS PROPRIETARY  12  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  13  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 production20102020 20212022   

 

 


 

 

 

SARCOS PROPRIETARY   14  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  B E NE F I T S OF RA A S   RAASVS. BUY    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  OpExexpenditure  Service and maintenance included  Scalable next-gen labor force anticipated to enable flexibility with relevance in both strong and weak economies  

 

 


 

 

 

SARCOS PROPRIETARY  15   TARGET INDUSTRIES AND CUSTOMERS  LEAD PROSPECTIVE CUSTOMERS HAVE IDENTIFIED INITIAL NEEDS RANGINGFROM 100-TO-3,000 UNITS PER CUSTOMER   L O G I S T I C S   FOOD SERVICES  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-COMMERCE  Amazon   INDUSTRIAL  *  *  *  *  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  16  nSetupnRepairnAmortization  ILLUSTRATIVE PER UNIT ECONOMICS (6-YEAR SERVICE LIFE, AS OF 2026)   XO  DX / XT  REVENUE  COST  CASH F LOW   nSetupnRepairnAmortization  $600   Cumulative  $175   Cumulative  $425   Cumulative  REVENUE  $360   Cumulative  COST  $90   Cumulative  CASH FLOW  $270   Cumulative  PAYBACK PERIOD  PAYBACK PERIOD  ~8  MONTHS  ~8  MONTHS  ($ in thousands)  71%   75%  Cash flow margin   Cash flow margin

 

 


 

 

 

SARCOS PROPRIETARY17 FINANCIAL PROJECTIONS (AS OF JANUARY 2021) *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 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. REVENUE ($ MILLIONS) ADJUSTED EBITDA1 ($ MILLIONS) Cumulative XO + XT units deployed Adjusted EBITDA margin ( 1 ) Ad juste d EBIT DA i n cl u d es XO / XT p r o duct a mo r ti za ti on , whi ch i s r e co g n i ze d i n co st of go ods so l d an d e xcl u d e s sto ck - b a se d co mp e n sati on . Pl e a se r e fe r to th e Adju ste d EBIT DA r eco n ci l i a tion i n th e app en di x. GROSS PROFIT ($ MILLIONS) FREE CASH FLOW2 ($ MILLIONS) 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. Bar chart

 

 


 

 

 

SARCOS PROPRIETARY18 TRANSACTION STRUCTURE AND PRO FORMA EQUITY OWNERSHIP TRANSACTION STRUCTURE The transaction is expected to close in Q3 2021 Post-closing, the combined company will 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 CAPITAL STRUCTURE 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 closing 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 PRO FORMA VALUATION AND OWNERSHIP1,2 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 outstanding (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 – AN ATTRACTIVE VALUATION PARADIGM FOR INVESTORS SARCOS PROPRIETARY19 7.4x 32.7x 1.0x 2.7x 35.4x 11.5x 1.6x 4.4x 0.5x 1.1x 8.6x 3.4x 5.6x 24.6x 0.7x 1.7x 28.6x 11.7x Pro forma Value (2026E) Pro forma Value (2026E) SARCOS – AN ATTRACTIVE VALUATION PARADIGM FOR INVESTORS Pro Forma        Enterprise Value $1.3 billion EV / ADJ. EBITDA EV / REVENUE2025E 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 EV / EBIT 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 Hardware de-SPACs (2025E) 4 Pro forma Value (2026E) Pro forma Value (2025E) Pro forma Value (2025E) 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

 

 


 

 

 

Q&A

 

 


 

 

 

APPENDIX

 

 


 

 

 

NON-GAAP RECONCILIATION ($ IN MILLIONS) Note: EBITDA includes amortization expense for RaaS units which is included in the respective COGS lines. 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) 22 SARCOS PROPRIETARY AND CONFIDENTIAL Note: EBITDA includes amortization expense for RaaS units which is included in the respective COGS lines.

 

 


 

 

 

 

Additional Information

In connection with the potential business combination (the “Potential Business Combination”) between Rotor Acquisitions Corp. (“Rotor”) and Sarcos Corp. (“Sarcos”), Rotor has filed with the U.S. Securities and Exchange Commission (“SEC”) a preliminary proxy statement on May 14, 2021 (as amended from time to time, the “preliminary proxy statement”), and intends to mail a definitive proxy statement relating to the Potential Business Combination to its shareholders. 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 Business Combination. Rotor’s shareholders and other interested persons are advised to read the preliminary proxy statement and, when available, the amendments thereto and 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. When available, the definitive proxy statement and other relevant materials for the Potential Business Combination will be mailed to shareholders of Rotor as of a record date to be established for voting on the Potential Business Combination. Shareholders will also be able to obtain copies of the preliminary proxy statement, and once available, 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.

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 preliminary 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 will be contained in the definitive proxy statement for the Potential Business Combination when available.

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 will be included in the preliminary proxy statement and, when available, the definitive proxy statement for the Potential Business Combination.

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, 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 preliminary 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.