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STRC Sarcos Technology and Robotics

Filed: 14 May 21, 3:36pm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): May 14, 2021 (January 20, 2021)

 

ROTOR ACQUISITION CORP.

(Exact Name of Registrant as Specified in Charter)

 

Delaware 001-39897 85-2838301
(State or Other Jurisdiction
of Incorporation)
 (Commission 
File Number)
 (IRS Employer 
Identification No.)

 

The Chrysler Building

405 Lexington Avenue

New York, New York 10174

(Address of Principal Executive Offices) (Zip Code)

 

(212) 818-8800

(Registrant’s Telephone Number, Including Area Code)

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

  

Securities registered pursuant to section 12(b) of the Act:

 

Title of Each Class Trading Symbol(s) Name of each exchange on which registered
Units, each consisting of one share of Class A Common Stock and one-half of one redeemable warrant ROT.U The New York Stock Exchange
Class A Common Stock, par value $0.0001 per share ROT The New York Stock Exchange
Redeemable warrants, exercisable for shares of Class A Common Stock at an exercise price of $11.50 per share ROT WS The New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

   

 

 

  

EXPLANATORY NOTE

 

Rotor Acquisition Corp. (the “Company”) is voluntarily filing this Amendment No. 1 on Form 8-K /A (the “Amendment”) to amend and restate the Company’s audited balance sheet as of January 20, 2021 that had been filed with the Company’s Current Report on Form 8-K originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on January 26, 2021 (the “Original 8-K”). The audited balance sheet is being refiled to reflect the classification of the Company’s warrants as a liability, in accordance with the SEC’s April 12, 2021 public statement informing market participants that warrants issued by special purpose acquisition companies may need to be classified as liabilities.

 

Except as described above, this Amendment does not amend, update or change any other disclosures in the Original 8-K. In addition, the information contained in this Amendment does not reflect events occurring after the filing of the Original 8-K and does not modify or update the disclosures therein, except as specifically identified above. Among other things, forward-looking statements made in the Original 8-K have not been revised to reflect events, results or developments that occurred or facts that became known to us after the date of the Original 8-K, other than as described herein, and such forward-looking statements should be read in conjunction with the Company’s filings with the SEC.

 

Item 9.01.Financial Statement and Exhibits.

 

(d)Exhibits:

 

Exhibit Description
99.1 Audited Balance Sheet.
99.2 Press Release Announcing Consummation of IPO.(1)

 

(1)Previously filed with the Original 8-K.

 

2

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

Dated: May 14, 2021 
 ROTOR ACQUISITION CORP.
  
 By: /s/ Amy Salerno
  Name: Amy Salerno
Title: Chief Financial Officer

 

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