SecProbe.io

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 Palladyne AI Corp. 650 South 500 West, Suite 150 Salt Lake City, Utah 84101 August 14, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Charli Wilson

 Re:
 Palladyne AI Corp.

 Registration Statement on Form S-3

 File No. 333-289308

 Acceleration Request

 Requested Date:
 August 15, 2025

 Requested Time:
 4:00 p.m. Eastern Time

   Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Palladyne AI Corp. (the “ Company ”) hereby requests that the above-referenced Registration Statement on Form S-3 (File No. 333-289308) (the “ Registration Statement ”) be declared effective at the “Requested Date” and “Requested Time” set forth above, or as soon thereafter as practicable, or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission. Once the Registration Statement has been declared effective, please orally confirm that event with the Company’s counsel, Wilson Sonsini Goodrich & Rosati, P.C., by calling Michael Nordtvedt at 206-734-5562. [ Signature page follows ]

 Sincerely,

 Palladyne AI Corp.

 /s/ Trevor Thatcher

 Trevor Thatcher

 Chief Financial Officer

 cc:
 Trevor Thatcher, Palladyne AI Corp.

 Stephen Sonne, Palladyne AI Corp.

 Patrick J. Schultheis, Wilson Sonsini Goodrich & Rosati, P.C.

 Michael Nordtvedt, Wilson Sonsini Goodrich & Rosati, P.C.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 14, 2025

Steve Sonne
Chief Legal Officer
Palladyne AI Corp.
650 South 500 West, Suite 150
Salt Lake City, UT 84101

 Re: Palladyne AI Corp.
 Registration Statement on Form S-3
 Filed August 6, 2025
 File No. 333-289308
Dear Steve Sonne:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Charli Wilson at 202-551-6388 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Michael Nordtvedt
</TEXT>
</DOCUMENT>

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  CORRESP

  December 20, 2024

  VIA EDGAR

  U.S. Securities and Exchange Commission

  Division of Corporation Finance

  100 F Street, N.E.

  Washington, D.C. 20549

    Attention:

    Aliya Ishmukhamedova

    Re:

    Palladyne AI Corp.

    Registration Statement on Form S-3

    File No. 333-283359

    Acceleration Request

    Requested Date:             December 20, 2024

    Requested Time:            4:15 P.M. Eastern Time

  Ladies and Gentlemen:

  Pursuant to Rule 461 under the Securities Act of 1933, as amended, Palladyne AI Corp. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-3 (File No. 333-283359) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above, or as soon thereafter as practicable, or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Wilson Sonsini Goodrich & Rosati, P.C., by calling Michael Nordtvedt at (206) 734-5562.

  [Signature page follows]

    Sincerely,

    PALLADYNE AI CORP.

    /s/ Trevor Thatcher

    Trevor Thatcher

    Chief Financial Officer

    cc:

    Stephen Sonne, Palladyne AI Corp.

    Michael Nordtvedt, Wilson Sonsini Goodrich & Rosati P.C.

December 4, 2024
Stephen Sonne
Chief Legal Officer
Palladyne AI Corp.
650 South 500 West, Suite 150
Salt Lake City, Utah 84101
Re:Palladyne AI Corp.
Registration Statement on Form S-1
Filed November 20, 2024
File No. 333-283359
Dear Stephen Sonne:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Aliya Ishmukhamedova at 202-551-7519 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Michael Nordtvedt

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November 21, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:

Alexandra Barone

Re:

Sarcos Technology and Robotics Corporation

Registration Statement on Form S-3

File No. 333-268399

Acceleration Request

Requested Date:             November 23, 2022

Requested Time:            4 P.M. Eastern Time

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Sarcos Technology and Robotics Corporation (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-3 (File No. 333-268399) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above, or as soon thereafter as practicable, or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Wilson Sonsini Goodrich & Rosati, P.C., by calling Michael Nordtvedt at (206) 734-5562.

[Signature page follows]

Sincerely,

SARCOS TECHNOLOGY AND ROBOTICS CORPORATION

/s/ Kiva Allgood

Kiva Allgood

Chief Executive Officer

cc:

Stephen Sonne, Sarcos Technology and Robotics Corporation

Michael Nordtvedt, Wilson Sonsini Goodrich & Rosati P.C.

United States securities and exchange commission logo
November 21, 2022
Kiva Allgood
Chief Executive Officer
Sarcos Technology & Robotics Corp
50 South 500 West, Suite 150
Salt Lake City, Utah 84101
Re:Sarcos Technology & Robotics Corp
Registration Statement on Form S-3
Filed November 15, 2022
File No. 333-268399
Dear Kiva Allgood:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rule 461 regarding requests for acceleration.  We remind you that the
company and its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Alexandra Barone, Staff Attorney, at (202) 551-8816 or Jan Woo, Legal
Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Michael Nordtvedt

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May 20, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, D.C. 20549-3720

Attention:

Anna Abramson

Re:

Sarcos Technology and Robotics Corporation
Registration Statement on Form S-1

(File No. 333-264952)

Acceleration Request

                                    Requested Date:         May 23, 2022

                                    Requested Time:        4:30  P.M. Eastern Time

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Sarcos Technology and Robotics Corporation (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-1 (File No. 333-264952) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Wilson Sonsini Goodrich & Rosati, P.C., by calling Michael Nordtvedt at (206) 734-5562.

[Signature page follows]

Securities and Exchange Commission

May 20, 2022

Page 2

Sincerely,

SARCOS TECHNOLOGY AND ROBOTICS CORPORATION

/s/ Steven Hansen

Steven Hansen

Chief Financial Officer

Enclosures

cc:

Julie Wolff, Sarcos Technology and Robotics Corporation

Stephen Sonne, Sarcos Technology and Robotics Corporation

Michael Nordtvedt, Wilson Sonsini Goodrich & Rosati P.C.

United States securities and exchange commission logo
May 20, 2022
Kiva Allgood
Chief Executive Officer
Sarcos Technology & Robotics Corp
650 South 500 West, Suite 150
Salt Lake City, Utah 84101
Re:Sarcos Technology & Robotics Corp
Registration Statement on Form S-1
Filed May 13, 2022
File No. 333-264952
Dear Ms. Allgood:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Anna Abramson, Staff Attorney, at (202) 551-4969 or Joshua Shainess,
Legal Branch Chief, at (202) 551-7951 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Michael Nordtvedt

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October 19, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, D.C. 20549-3720

Attention:

Alexandra Barone

Re:

Sarcos Technology and Robotics Corporation
Registration Statement on Form S-1

(File No. 333-260296)

Acceleration Request

                                    Requested Date:         Thursday, October 21, 2021

                                    Requested Time:         4:30 P.M. Eastern Daylight Time

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Sarcos Technology and Robotics Corporation (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-1 (File No. 333-260296) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Wilson Sonsini Goodrich & Rosati, P.C., by calling Michael Nordtvedt at (206) 883-2524.

[Signature page follows]

Securities and Exchange Commission

October 19, 2021

Page 2

Sincerely,

SARCOS TECHNOLOGY AND ROBOTICS CORPORATION

/s/ Benjamin Wolff

Benjamin Wolff

Chief Executive Officer

Enclosures

cc:

Julie Wolff, Sarcos Technology and Robotics Corporation

Michael Nordtvedt, Wilson Sonsini Goodrich & Rosati P.C.

United States securities and exchange commission logo
October 19, 2021
Benjamin Wolff
Chief Executive Officer
Sarcos Technology and Robotics Corporation
360 Wakara Way
Salt Lake City, Utah 84108
Re:Sarcos Technology and Robotics Corporation
Registration Statement on Form S-1
Filed October 15, 2021
File No. 333-260296
Dear Mr. Wolff:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rule 461 regarding requests for acceleration.  We remind you that the
company and its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Alexandra Barone, Staff Attorney, at (202) 551-8816 or Jan Woo, Legal
Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Michael Nordtvedt

United States securities and exchange commission logo
August 4, 2021
Stefan Selig
Chairman of the Board of Directors
Rotor Acquisition Corp.
The Chrysler Building
405 Lexington Avenue
New York, New York 10174
Re:Rotor Acquisition Corp.
Amendment No. 2 to
Preliminary Proxy Statement on Schedule 14A
Filed August 2, 2021
File No. 001-39897
Dear Mr. Selig:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Evan D’Amico

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Gibson, Dunn & Crutcher LPP

1050 Connecticut Avenue, N.W.

Washington, DC 20036-5306

Tel 202.955.8500

www.gibsondunn.com

Evan M. D'Amico

Direct: +1 202.887.3613

July 30, 2021

Fax: +1 202.530.4255

EDAmico@gibsondunn.com

VIA EDGAR

Alexandra Barone

Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, NE

Washington, D.C. 20549-3561

Re:

Rotor Acquisition Corp.

Amendment No. 1 to

Preliminary Proxy Statement on Schedule 14A

Filed July 12, 2021

File No. 001-39897

Dear Ms. Barone:

On behalf of Rotor Acquisition Corp. (the “Company”), please find responses to the comments of the staff of the Securities and Exchange Commission (the “Staff”) contained in the Staff’s letter dated July 26, 2021 (the “Comment Letter”) with regard to Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A (File No. 001-39897) filed by the Company on July 12, 2021 (“Amendment No. 1”). The responses are based on information provided to us by the Company.  Capitalized terms used but not defined herein have the respective meanings ascribed to them in Amendment No. 1.

Set forth below in italics are the comments contained in the Staff’s Comment Letter pertaining to Amendment No. 1.  Immediately below each of the Staff’s comments is the Company’s response to that comment.  For the convenience of the Staff’s review, each of the numbered paragraphs below corresponds to the numbered comment in the Staff’s Comment Letter.

The Company is concurrently providing to the Commission Amendment No. 2 to the Proxy Statement, as filed on EDGAR on the date hereof (“Amendment No. 2”).  We have enclosed with a copy of this letter that is being transmitted via overnight courier two copies of Amendment No. 2 in paper format, marked to show changes from Amendment No. 1.

Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A

Information About Sarcos, page 179

1.

 We note your response to prior comment 5. Please include disclosure in the filing clarifying why you believe Sarcos is a “global technology leader for industrial highly dexterous mobile robotics systems for use in dynamic environments.” For example, this may be based on awards and recognition of Sarcos and its products.

Alexandra Barone

July 30, 2021

Page 2

Response:  The Company acknowledges the Staff’s comment and has included additional disclosure on page 180 of Amendment No. 2 to support Sarcos’ belief that it is a“global technology leader for industrial highly dexterous mobile robotics systems for use in dynamic environments.”

Financial Statements - Sarcos Corp.

Note 5. Equity, page F-90

2.

We note in Proposal No. 5 that only holders of Class B Common Stock are entitled to vote on the election of directors to your board of directors under the terms of the Amended and Restated Certificate of Incorporation. Please expand the disclosure of Voting Rights to include this exclusive voting right for Class B common stockholders as compared to Class A common stockholders.

Response: The Company acknowledges the Staff’s comment and respectfully notes that the Class B Common Stock voting rights described in Proposal No. 5 relates to the issued and outstanding securities of the Company and not the Class B securities of Sarcos.  Current disclosure regarding this exclusive voting right of holders of Class B Common Stock of the Company is described in further detail on pages 226 and 227 of Amendment 1.  The “Voting Rights” disclosure on page F-90 of Amendment 1 that the Staff cites to in its Comment Letter relates to the Class B securities of Sarcos and not the securities of the Company.

*    *    *

If the Staff of the SEC has any questions or comments regarding the foregoing, please contact the undersigned, Evan D’Amico of Gibson, Dunn & Crutcher LLP, by telephone at (202) 887-3613 or via email at edamico@gibsondunn.com.

Sincerely,

/s/ Evan M. D'Amico

- 2 -

United States securities and exchange commission logo
July 26, 2021
Stefan Selig
Chairman of the Board of Directors
Rotor Acquisition Corp.
The Chrysler Building
405 Lexington Avenue
New York, New York 10174
Re:Rotor Acquisition Corp.
Amendment No. 1 to
Preliminary Proxy Statement on Schedule 14A
Filed July 12, 2021
File No. 001-39897
Dear Mr. Selig:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.  Unless we note otherwise, our references to prior comments are to comments in our
June 11, 2021 letter.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
Information About Sarcos, page 179
1.We note your response to prior comment 5. Please include disclosure in the filing
clarifying why you believe Sarcos is a “global technology leader for industrial highly
dexterous mobile robotics systems for use in dynamic environments.” For example, this
may be based on awards and recognition of Sarcos and its products.

 FirstName LastNameStefan Selig
 Comapany NameRotor Acquisition Corp.
 July 26, 2021 Page 2
 FirstName LastName
Stefan Selig
Rotor Acquisition Corp.
July 26, 2021
Page 2
Financial Statements - Sarcos Corp.
Note 5. Equity, page F-90
2.We note in Proposal No. 5 that only holders of Class B Common Stock are entitled to vote
on the election of directors to your board of directors under the terms of the Amended and
Restated Certificate of Incorporation.  Please expand the disclosure of Voting Rights to
include this exclusive voting right for Class B common stockholders as compared to Class
A common stockholders.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Claire DeLabar, Senior Staff Accountant, at (202) 551-3349 or
Robert Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions
regarding comments on the financial statements and related matters. Please contact Alexandra
Barone, Staff Attorney, at (202) 551-8816 or Jan Woo, Legal Branch Chief, at (202) 551-3453
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Evan D’Amico

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Gibson, Dunn & Crutcher LLP

1050 Connecticut Avenue, N.W.

Washington, DC 20036-5306

Tel 202.955.8500

www.gibsondunn.com

July 12, 2021

VIA EDGAR

Alexandra Barone

Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, NE

Washington, D.C. 20549-3561

Re:   Rotor Acquisition Corp.

Preliminary Proxy Statement on Schedule 14A

Filed May 14, 2021

File No. 001-39897

Dear Ms. Barone:

On behalf of Rotor Acquisition Corp. (the “Company”), please find responses to the comments of the staff of the Securities and Exchange Commission (the “Staff”) contained in the Staff’s letter dated June 11, 2021 (the “Comment Letter”) with regard to the Preliminary Proxy Statement on Schedule 14A (File No. 001-39897) filed by the Company on May 14, 2021 (the “Proxy Statement”).  The responses are based on information provided to us by the Company.  Capitalized terms used but not defined herein have the respective meanings ascribed to them in the Proxy Statement.

Set forth below in italics are the comments contained in the Staff’s Comment Letter pertaining to the Proxy Statement.  Immediately below each of the Staff’s comments is the Company’s response to that comment.  For the convenience of the Staff’s review, each of the numbered paragraphs below corresponds to the numbered comment in the Staff’s Comment Letter.

The Company is concurrently providing to the Commission Amendment No. 1 to the Proxy Statement, as filed on EDGAR on the date hereof (“Amendment No. 1”).  We have enclosed with a copy of this letter that is being transmitted via overnight courier two copies of Amendment No. 1 in paper format, marked to show changes from the Proxy Statement.

Preliminary Proxy Statement on Schedule 14A filed May 14, 2021

Questions and Answers

If I am a Company warrant holder, can I exercise redemption rights with respect to my public

Warrants?, page 18

1.

 Clarify that although holders of the company’s outstanding public warrants do not have redemption rights in connection with the Business Combination, if they choose to redeem shares of Class A stock, they may still exercise their warrants if the merger is consummated.

Response:  The Company acknowledges the Staff’s comment and has clarified that holders of public warrants do not have redemption rights in connection with the Business Combination.  The Company has further revised this disclosure to clarify that holders of public warrants may still exercise their warrants following the Business Combination even if they choose to redeem their shares of Class A stock. Please see page 18 of Amendment No. 1.

Selected Historical Financial Information of the Company

Consolidated Balance Sheet, page 33

Alexandra Barone

July 12, 2021

Page 2

2.

We note that you include balance sheet information as of December 31, 2020. Please expand the disclosure to include balance sheet data as of January 20, 2021 from the audited balance sheet included in the proxy so the investors can see the amounts in the trust following the IPO.

Response: The Company acknowledges the Staff’s comment and has revised the Proxy Statement in response to the Staff’s comment to expand the disclosure to include balance sheet data as of January 20, 2021 from the audited balance sheet included in the Proxy Statement.  Selected Historical Financial Information disclosure has also been updated to include balance sheet information as of March 31, 2021.  Please see page 35 of Amendment No. 1.

Unaudited Pro Forma Condensed Combined Financial Information, page 38

3.

We note in the Subsequent events disclosure for Sarcos on page F-54 that on February 18, 2021, the Sarcos CEO was granted 1 million RSAs that vest over a 15 month period commencing on the date of the business combination. We also note on page 200, in April 2021, the Sarcos board of directors amended RSAs to certain executives that triggers vesting of the RSAs on the closing of the business combination. While these costs will be expensed in the subsequent periods, since it is directly related to the merger in its vesting, please disclose this grant in the notes to the pro forma financial information.

Response: The Company acknowledges the Staff’s comment and has revised the Proxy Statement to reflect the RSAs grant and vesting thereof in the notes to the pro forma financial information. Please see page 50 of Amendment No. 1.

Proposal No. 1 - Approval of the Business Combination

Material U.S. Federal Income Tax Considerations for Holders of Class A Stock, page 135

4.

You state that this section "is a discussion of material U.S. federal income tax considerations for holders of our shares of Class A Stock that elect to have their Class A Stock redeemed for cash if the Business Combination is completed.” Please revise to discuss the material tax consequences of the Business Combination to each company's stockholders and the company. In this regard, the merger agreement indicates that the parties intend for the merger to be tax free under Section 368(a) of the Internal Revenue Code. If you believe the business combination will be tax free, please disclose whether you received an opinion of counsel that supports this conclusion. Refer to Section III of Staff Legal Bulletin No. 19.

Response: The Company acknowledges the Staff’s comment and has revised the Proxy Statement in response to the Staff’s comment to discuss the material tax consequences of the Business Combination to each company’s stockholders and the Company.  Please see the disclosure beginning on page 137 of Amendment No. 1.

Information About Sarcos, page 173

5.

Please provide the basis for the statement that Sarcos is “a global technology leader.” Clarify the criteria on which you based this statement, such as revenue or the number of customers or market share.

Response: The Company respectfully notes that the full statement included in the preliminary proxy statement is that “Sarcos is a global technology leader for industrial highly dexterous mobile robotics systems for use in dynamic environments” (emphasis added). We acknowledge that Sarcos has not yet recognized significant revenue from its

2

Alexandra Barone

July 12, 2021

Page 3

core products, and emphasize that the quoted statement instead affirms the leading position of Sarcos’ technology in the specific area identified.

Sarcos believes it is a technology leader for industrial highly dexterous mobile robotics systems for use in dynamic environments. The Sarcos engineering and design efforts are led by a highly experienced robotics team with approximately 500 years of cumulative robotics experience, with its core engineering team working together for over 20 years. Sarcos also benefits from $300 million in research and development investment in its proprietary technologies and an extensive patent portfolio. In addition, Sarcos’ technology has received several awards and recognitions, some of which are listed below.

Awards and recognition of Sarcos:

•

Named the 2020 Dexterous Robots & Exoskeletons Company of the Year by Frost & Sullivan

Awards and recognition of the Guardian XO:

•

2021 IEEE Robotics and Automation Society Award for Product Innovation

•

2020 Best Inventions of 2020, Productivity by TIME Magazine

•

2020 Finalist: Innovation by Design Awards by Fast Company

•

2020 Winner of the Commercial Technologies for Maintenance Activities (CTMA) Technology Competition by the National Center for Manufacturing Sciences

•

2020 Consumer Electronics Show (CES) Top Emerging Technology recognition

Information About Sarcos, page 173

6.

Please disclose the assumptions and limitations of your Serviceable Obtainable Market which you estimate to be $14.7 billion as of 2020 and grow to $24.8 billion as of 2026.

Response: The Company acknowledges the Staff’s comment and has revised the Proxy Statement in response to the Staff’s comment to expand the disclosure to include the assumptions and limitations of the Serviceable Obtainable Market estimates.  Please see page 182 of Amendment No. 1.

Sarcos Management's Discussion and Analysis of Financial Condition and Results of Operations

Overview, page 186

7.

We note that your research and development services revenue is derived mainly from Small Business Innovation Research (SBIR) contracts. Please expand the discussion to clarify what types of contracts are included in the SBIR contracts, i.e. cost-plus, fixed-fee, etc.

Response: The Company acknowledges the Staff’s comment and has revised the Proxy Statement to expand the discussion under “—Components of Results of Operations—Revenues” on page 195 of Amendment No. 1 to clarify the types of contracts included in SBIR contracts. The Company has also revised the section titled “—Overview” on page 192 of Amendment No. 1 to include a cross-reference to this discussion and the discussion under the section titled “—Critical Accounting Policies—Revenues from Contracts with Customers—Research and Development Services.” The Company respectfully submits that including the additional disclosure under the section titled “Components of Results of Operations – Revenue”  allows for further detail and discussion while allowing the “—Overview” section to maintain a general view of the business.

3

Alexandra Barone

July 12, 2021

Page 4

Components of Results of Operations, page 188

8.

We note that you state that sales of your Guardian S and other commercially available products represent a de minimis portion of your revenues. Please revise your disclosure in light of the $1.1 million increase in revenues from 2019 to 2020 from the sales of Guardian S products, as disclosed on page 190.

Response: The Company acknowledges the Staff’s comment and has revised the Proxy Statement to remove the statement on page 195 of the Proxy Statement that revenues from the sales of Guardian S products represent a de minimis portion of Sarcos’ revenues.

Revenues from Contract with Customers, page 195

9.

We note on page 195 that you provide research and development services under SBIR contracts that include fixed-price contracts. Please expand the discussion of fixed-price contracts to address your accounting policy for loss contracts. Please also expand your revenue recognition accounting policy on page F-38 accordingly.

Response: The Company acknowledges the Staff’s comment and has revised the Proxy Statement to expand the discussion on the types of contracts including the accounting policy for loss contracts. Sarcos wishes to further clarify that it has never incurred a loss related to fixed price contracts and that, to date, its contracts do not meet the criteria to accrue expected losses on contracts before those losses are incurred.  Nevertheless, should Sarcos incur a loss at the contract level, it would recognize the loss in earnings in the period in which the loss would occur.  Given this, Sarcos has addressed the provision for loss under Sarcos’ accounting policies in the section titled “—Critical Accounting Policies—Revenues from Contracts with Customers—Research and Development Services” on page 206 of Amendment No. 1, and expanded the discussion of Sarcos’ revenue recognition accounting policy on pages F-59 and F-83 of Amendment No. 1.

Description of Securities, page 215

10.

Please revise to provide a more detailed description of the material voting rights of the Class A common stockholders. For example, disclose the circumstances under which the Class A common stockholders are entitled to a separate class vote under Delaware law.

Response: The Company acknowledges the Staff’s comment and has revised the Proxy Statement to include a more detailed description of the material voting rights of the Class A common stockholders.  Please see page 227 of Amendment No. 1.

Beneficial Ownership of Securities, page 234

11.

Please disclose the natural person or persons who exercise the voting and/or dispositive powers with respect to the securities owned by entities such as the entities affiliated with DIG Investments XVIII AB and Schlumberger Technology Corporation.

Response: The Company acknowledges the Staff’s comment and has revised the Proxy Statement to disclose the natural persons with voting and/or dispositive powers, if any, with respect to the securities owned by entities.  Please see page 246 of Amendment No. 1.

Financial Statements - Sarcos Corp.

4

Alexandra Barone

July 12, 2021

Page 5

Revenues From Contracts With Customers, page F-38

12.

We note you derive revenue from the sale of research and development services and robotic products. Please provide disaggregated revenue disclosure in accordance with ASC 606-10-50-5. Please also expand your MD&A discussion of revenues and cost of revenues to separately address each type of revenue.

Response: The Company acknowledges the Staff’s comment and has revised the Proxy Statement to reflect Sarcos’ disaggregated revenue in accordance with ASC 606-10-50-5 on pages F-60 and F-84 of Amendment No. 1. The Company has also expanded Sarcos’ MD&A discussion of  revenues to include a discussion regarding each component of revenue under the sections entitled “—Results of Operations—Comparison of the Three Months Ended March 31, 2021 and 2020” and“—Results of Operations—Comparison of the Years Ended December 31, 2020 and 2019” on pages 197 and 199 of Amendment No. 1, respectively.

The Company respectfully submits that Sarcos cannot make a meaningful allocation with respect to overhead costs due to the early-stage nature of its products and the overlap between the costs associated with research and development and products.  The Company believes that the disaggregated disclosure of cost of revenues to separately address each type of revenue would not materially enhance the investors’ understanding of Sarcos’ expenses and operating results at this juncture.  The Company believes that, as the nature of Sarcos’ products mature in line with commercialization, it will be possible to meaningfully disaggregate cost of revenue.

*

**

If the Staff of the SEC has any questions or comments regarding the foregoing, please contact the undersigned, Evan D’Amico of Gibson, Dunn & Crutcher LLP, by telephone at (202) 887-3613 or via email at edamico@gibsondunn.com.

Sincerely,

/s/ Evan M. D'Amico

Evan M. D'Amico

5

United States securities and exchange commission logo
June 11, 2021
Stefan Selig
Chairman of the Board of Directors
Rotor Acquisition Corp.
The Chrysler Building
405 Lexington Avenue
New York, New York 10174
Re:Rotor Acquisition Corp.
Preliminary Proxy Statement on Schedule 14A
Filed May 14, 2021
File No. 001-39897
Dear Mr. Selig:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed May 14, 2021
Questions and Answers
If I am a Company warrant holder, can I exercise redemption rights with respect to my public
Warrants?, page 18
1.Clarify that although holders of the company’s outstanding public warrants do not have
redemption rights in connection with the Business Combination, if they choose to redeem
shares of Class A stock, they may still exercise their warrants if the merger is
consummated.

 FirstName LastNameStefan Selig
 Comapany NameRotor Acquisition Corp.
 June 11, 2021 Page 2
 FirstName LastName
Stefan Selig
Rotor Acquisition Corp.
June 11, 2021
Page 2
Selected Historical Financial Information of the Company
Consolidated Balance Sheet, page 33
2.We note that you include balance sheet information as of December 31, 2020.  Please
expand the disclosure to include balance sheet data as of January 20, 2021 from the
audited balance sheet included in the proxy so the investors can see the amounts in the
trust following the IPO.
Unaudited Pro Forma Condensed Combined Financial Information, page 38
3.We note in the Subsequent events disclosure for Sarcos on page F-54 that on February 18,
20921, the Sarcos CEO was granted 1 million RSAs that vest over a 15 month period
commencing on the date of the business combination.   We also note on page 200, in April
2021, the Sarcos board of directors amended RSAs to certain executives that triggers
vesting of the RSAs on the closing of the business combination.  While these costs will be
expensed in the subsequent periods, since it is directly related to the merger in its vesting,
please disclose this grant in the notes to the pro forma financial information.
Proposal No. 1 - Approval of the Business Combination
Material U.S. Federal Income Tax Considerations for Holders of Class A Stock, page 135
4.You state that this section "is a discussion of material U.S. federal income tax
considerations for holders of our shares of Class A Stock that elect to have their Class A
Stock redeemed for cash if the Business Combination is completed.” Please revise to
discuss the material tax consequences of the Business Combination to each company's
stockholders and the company. In this regard, the merger agreement indicates that the
parties intend for the merger to be tax free under Section 368(a) of the Internal Revenue
Code. If you believe the business combination will be tax free, please disclose whether
you received an opinion of counsel that supports this conclusion. Refer to Section III of
Staff Legal Bulletin No. 19.
Information About Sarcos, page 173
5.Please provide the basis for the statement that Sarcos is “a global technology leader.”
Clarify the criteria on which you based this statement, such as revenue or the number of
customers or market share.
6.Please disclose the assumptions and limitations of your Serviceable Obtainable Market
which you estimate to be $14.7 billion as of 2020 and grow to $24.8 billion as of 2026.

 FirstName LastNameStefan Selig
 Comapany NameRotor Acquisition Corp.
 June 11, 2021 Page 3
 FirstName LastName
Stefan Selig
Rotor Acquisition Corp.
June 11, 2021
Page 3
Sarcos Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview, page 186
7.We note that your research and development services revenue is derived mainly from
Small Business Innovation Research (SBIR) contracts.  Please expand the discussion to
clarify what types of contracts are included in the SBIR contracts, i.e. cost-plus, fixed-fee,
etc.
Components of Results of Operations, page 188
8.We note that you state that sales of your Guardian S and other commercially available
products represent a de minimus portion of your revenues.  Please revise your disclosure
in light of the $1.1 million increase in revenues from 2019 to 2020 from the sales of
Guardian S products, as disclosed on page 190.
Revenues from Contract with Customers, page 195
9.We note on page 195 that you provide research and development services under SBIR
contracts that include fixed-price contracts.  Please expand the discussion of fixed-price
contracts to address your accounting policy for loss contracts.  Please also expand your
revenue recognition accounting policy on page F-38 accordingly.
Description of Securities, page 215
10.Please revise to provide a more detailed description of the material voting rights of the
Class A common stockholders. For example, disclose the circumstances under which the
Class A common stockholders are entitled to a separate class vote under Delaware law.
Beneficial Ownership of Securities, page 234
11.Please disclose the natural person or persons who exercise the voting and/or dispositive
powers with respect to the securities owned by entities such as the entities affiliated with
DIG Investments XVIII AB and Schlumberger Technology Corporation.
Financial Statements - Sarcos Corp.
Revenues From Contracts With Customers, page F-38
12.We note you derive revenue from the sale of research and development services and
robotic products.  Please provide disaggregated revenue disclosure in accordance with
ASC 606-10-50-5.  Please also expand your MD&A discussion of revenues and cost of
revenues to separately address each type of revenue.

 FirstName LastNameStefan Selig
 Comapany NameRotor Acquisition Corp.
 June 11, 2021 Page 4
 FirstName LastName
Stefan Selig
Rotor Acquisition Corp.
June 11, 2021
Page 4
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Claire DeLabar, Senior Staff Accountant, at (202) 551-3349 or Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters.  Please contact Alexandra Barone,
Staff Attorney, at (202) 551-8816 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Evan D’Amico

CORRESP
1
filename1.htm

January 12, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Stacie Gorman

    Re:
    Rotor Acquisition Corp. (the “Company”)

    Registration Statement on Form S-1

    Filed December 18, 2020, as amended

    File No. 333-251521

Dear Ms. Gorman:

Pursuant to Rule 461 of the General Rules and Regulations under
the Securities Act of 1933, as amended (the “Act”), the undersigned, as the sole underwriter for the Company’s
initial public offering of its units, hereby joins in the request of the Company that the effective date of the above-referenced
Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m. Washington D.C. time on January
14, 2021, or as soon thereafter as practicable.

Pursuant to Rule 460 of the General Rules and Regulations under
the Act, the undersigned advises that, as of the date hereof, it has distributed approximately 1,000 copies of the Preliminary
Prospectus dated January 7, 2021 to prospective underwriters and dealers, institutional investors, retail investors and others.

The undersigned advises that it has complied and will continue
to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

* * *

[Signature Page Follows]

    Very truly yours,

    CREDIT SUISSE SECURITIES (USA) LLC

    By:
    /s/ Frank McGee

    Name: Frank McGee

    Title:
    Managing Director

[Signature Page to Underwriter’s Acceleration
Request Letter]

CORRESP
1
filename1.htm

Rotor Acquisition Corp.

The Chrysler Building

405 Lexington Avenue

New York, New York 10174

January 12, 2021

VIA EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    RE:

    Rotor Acquisition Corp.

    Registration Statement on Form S-1

    File No. 333-251521

Ladies and Gentlemen:

Rotor Acquisition Corp.
(the “Company”) hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration
of effectiveness of the above-referenced Registration Statement so that such Registration Statement will become effective as of
4:00 p.m., Thursday, January 14, 2021, or as soon thereafter as practicable.

    Very truly yours,

    ROTOR ACQUISITION CORP.

    By:
    /s/ Brian D. Finn

    Name: Brian D. Finn

Title: Chief Executive Officer

CORRESP
1
filename1.htm

        Graubard Miller

        The Chrysler Building

        405 Lexington Avenue

        New
        York, N.Y. 10174-1101

        (212) 818-8800

    Facsimile

    direct dial number

    (212) 818-8881

    (212) 818-8638

    email address

    jgallant@graubard.com

January 7, 2021

Division of Corporation Finance

Office of Real Estate & Construction

Securities and Exchange Commission

Washington, D.C. 20549

 Re: Rotor Acquisition Corp.

Amendment No. 1 to Form S-1

Filed December 30, 2020

File No. 333-251521

Ladies and Gentlemen:

On behalf of Rotor Acquisition Corp. (the
“Company”), we hereby respond as follows to the comment letter from the staff of the Securities and Exchange
Commission (the “Staff”) dated January 6, 2021, relating to the above-referenced Registration Statement on Form
S-1 (the “Registration Statement”). Captions and page references herein correspond to those set forth in the
amended Registration Statement. Capitalized terms used but not defined herein have the meanings ascribed to them in the Registration
Statement.

Amendment No. 1 to Form S-1

General

 1. We note your disclosure that certain “anchor investors” have indicated an interest to purchase up to a specific
amount of common stock in the offering. Please identify these investors and clarify the percentage that will be held by insiders
if the “anchor investors” purchase a combined 20% of the shares in the offering. We also note your disclosure that “[n]o
assurances can be given as to the amount of our securities the anchor investors may purchase in this offering . . . .” So
that investors will be able to understand the minimum amount of your shares that will enter the public market through sales to
the public, as opposed to the “anchor investors” and existing shareholders, please disclose whether there is a ceiling
on the amount that may be purchased by these individuals and quantify any ceiling. If not, please disclose the potential material
impact on the public investors. Finally, please also quantify the amount of vote of public investors that will be needed for approval
of a business combination, assuming that the anchor investors purchase the maximum amount of shares in this offering and vote in
favor of such combination.

We have revised the disclosure on the cover
of the prospectus and pages 1, 16, 21, 33, 90, 116 and 120 of the Registration Statement as requested.

Securities and Exchange Commission

January 7, 2021

Page 2

 2. We note your risk factor disclosure on pages 59 and 60 indicates that the exclusive forum provision in your certificate
of incorporation will not be applicable to claims made under the Securities Act of 1933. The certificate of incorporation filed
as exhibit 3.2 to your registration statement appears to provide that the Delaware Court of Chancery and the federal district court
for the District of Delaware shall have concurrent jurisdiction for claims made under the Securities Act. Please revise your disclosure
to clarify this aspect of the provision.

We have revised the disclosure on pages
60 and 131 of the Registration Statement as requested.

*************

If you have any questions, please do not
hesitate to contact me at the above telephone and facsimile numbers.

    Sincerely,

    /s/ Jeffrey M. Gallant

    Jeffrey M. Gallant

 cc. Mr. Brian D. Finn

United States securities and exchange commission logo
January 6, 2021
Brian Finn
Chief Executive Officer
Rotor Acquisition Corp.
405 Lexington Avenue
New York, NY 10174
Re:Rotor Acquisition Corp.
Amendment No. 1 to Form S-1
Filed December 30, 2020
File No. 333-251521
Dear Mr. Finn:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 1 to Form S-1
General
1.We note your disclosure that certain "anchor investors" have indicated an interest to
purchase up to a specific amount of common stock in the offering.  Please identify these
investors and clarify the percentage that will be held by insiders if the "anchor investors"
purchase a combined 20% of the shares in the offering.  We also note your disclosure that
"[n]o assurances can be given as to the amount of our securities the anchor investors may
purchase in this offering . . . ."  So that investors will be able to understand the minimum
amount of your shares that will enter the public market through sales to the public, as
opposed to the "anchor investors" and existing shareholders, please disclose whether there
is a ceiling on the amount that may be purchased by these individuals and quantify any
ceiling.  If not, please disclose the potential material impact on the public

 FirstName LastNameBrian Finn
 Comapany NameRotor Acquisition Corp.
 January 6, 2021 Page 2
 FirstName LastName
Brian Finn
Rotor Acquisition Corp.
January 6, 2021
Page 2
investors.  Finally, please also quantify the amount of vote of public investors that will be
needed for approval of a business combination, assuming that the anchor investors
purchase the maximum amount of shares in this offering and vote in favor of such
combination.
2.We note your risk factor disclosure on pages 59 and 60 indicates that the exclusive forum
provision in your certificate of incorporation will not be applicable to claims made under
the Securities Act of 1933.  The certificate of incorporation filed as exhibit 3.2 to your
registration statement appears to provide that the Delaware Court of Chancery and the
federal district court for the District of Delaware shall have concurrent jurisdiction for
claims made under the Securities Act.  Please revise your disclosure to clarify this aspect
of the provision.
            You may contact Eric McPhee at 202-551-3693 or Robert Telewicz at 202-551-3438 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Stacie Gorman at 202-551-3585 or Erin E. Martin at 202-551-3391 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Jeffrey M. Gallant, Esq.